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Registration No. 333-~~______~~

As filed with the Securities and Exchange Commission on ~~[ ]~~August 5, ~~2023~~2024

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

BLUE STAR FOODS CORP.

(Exact name of registrant as specified in its charter)

Delaware	3510	82-4270040
(State or jurisdiction of	(Primary Standard Industrial	(I.R.S. Employer
(State or jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)
incorporation or organization)	Classification Code Number)	Identification Number)

John Keeler

Chief Executive Officer and Executive Chairman

Blue Star Foods Corp.

3000 NW 109th Avenue

Miami, Florida 33172

(305) 836-6858

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Mark Crone, Esq.

Joseph Laxague, Esq.

The Crone Law Group, P.C.

420 Lexington Avenue, Suite 2446

New York, New York 10170

mcrone@cronelawgroup.com

jlaxague@cronelawgroup.com

Telephone: (646) 861-7891

Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☐☒ Smaller reporting company ☒ Emerging growth company ☒☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.

The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

PRELIMINARY PROSPECTUS SUBJECT TO COMPLETION DATED [August ]5, ~~2023~~2024

BLUE STAR FOODS CORP.

193,~~876~~743,~~735~~000 shares of Common Stock

This prospectus relates to the potential offer and resale by the ~~selling~~Selling ~~stockholders~~Stockholder identified in this prospectus or their permitted transferees (the “Selling ~~Stockholders~~Stockholder”) of 193,~~876~~743,~~735~~000 shares of our common stock, $0.0001par value per share, (the “Common Stock”) ~~consisting of (i) up to 2,761,668 shares issuable upon conversion of the principal and accrued interest at maturity~~ of two convertible promissory notes in the aggregate principal amount of $1,500,000 in total, each issued to Lind Global Fund II LP (“Lind “) on May 30, 2023 and July 27, 2023, respectively (collectively the “Lind Notes”), (ii) warrants to purchase up to 435,035 shares of Common Stock (at an exercise price of $2.45 per share), issued to Lind on May 30, 2023, and (iii) up to 16,680,032 shares issuable pursuant to that certain purchase agreement (the “ELOC Purchase Agreement”) dated May 16, 2023, by and between ClearThink Capital Partners, LLC (“ClearThink”) and us. See the section of this prospectus entitled “Offering” for a description of the transactions and the section entitled “Selling ~~Stockholders~~ Stockholder” for additional information about the Selling ~~Stockholders~~Stockholder.

The registration of the shares of our Common Stock covered by this prospectus does not necessarily mean that any shares of our Common Stock will be sold by any of the Selling ~~Stockholders~~Stockholder, and we cannot predict when or in what amounts any of the Selling ~~Stockholders~~ Stockholder may sell any of our shares of Common Stock offered by this prospectus.

The ~~selling~~Selling ~~stockholders~~Stockholder, or their respective transferees, pledgees, donees or other successors-in-interest, may sell the Common Stock through public or private transactions at prevailing market prices, at prices related to prevailing market prices or at privately negotiated prices. The Selling ~~Stockholders~~Stockholder may sell any, all or none of the securities offered by this prospectus, and we do not know when or in what amount the Selling ~~Stockholders~~Stockholder may sell their shares of Common Stock hereunder following the effective date of this ~~registration~~ registration statement. We provide more information about how a Selling Stockholder may sell its shares of Common Stock in the section titled “Plan of Distribution” on page 31.

There is currently a limited public trading market for our Common Stock.

Our Common Stock is listed on the Nasdaq Capital Market under the symbol “BSFC.” The last reported sale price of our common stock on the Nasdaq Capital Market on ~~December~~August 72, ~~2023~~2024, was $01.1585 per share. ClearThink is an “underwriter” within the meaning of Section 2(a)(11) of the Securities Act. The additional Selling Stockholder is or may be an “underwriter” within the meaning of Section 2(a)(11) of the Securities Act.

We are registering the shares of Common Stock on behalf of the Selling ~~Stockholders~~Stockholder, to be offered and sold by them from time to time. We will not receive any proceeds from the sale of the Common Stock by the Selling ~~Stockholders~~Stockholder in the offering described in this prospectus. We have agreed to bear all of the expenses incurred in connection with the registration of the Common Stock. The Selling ~~Stockholders~~Stockholder will pay or assume discounts, commissions, fees of underwriters, selling brokers or dealer managers and similar expenses, if any, incurred for the sale of the Common Stock.

Investing in our securities involves a high degree of risk. Before making any investment decision, you should carefully review and consider all the information in this prospectus and the documents incorporated by reference herein, including the risks and uncertainties described under “Risk Factors” beginning on page 11.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

We may amend or supplement this prospectus from time to time by filing amendments or supplements as required. You should read the entire prospectus and any amendments or supplements carefully before you make your investment decision.

WeThe ~~are~~date anof ~~“emerging~~this ~~growth~~prospectus ~~company”~~is as_________, ~~defined in the Jumpstart Our Business Startups Act (“JOBS Act”)~~2024.

The date of this prospectus is _________, 2023.

BLUE STAR FOODS CORP.

TABLE OF CONTENTS

	Page
Special Note About Forward-Looking Statements	4
Prospectus Summary	5
Risk Factors	11
Use of Proceeds	2928
Determination of the Offering Price	2928
Market Price of and Dividends on the Company’s Common Equity and Related Stockholder Matters	2928
Selling Stockholders	29
Selling Stockholder	28
Plan of Distribution	31
Management’s Discussion and Analysis of Financial Condition and Results of Operations	3332
Description of Business	4549
Management	5657
Executive Compensation	60
Director Compensation	6566
Security Ownership of Certain Beneficial Owners & Management	67
Certain Relationships and Related Transactions, and Corporate Governance	68
Description of Securities	7069
Shares Eligible for Future Sale	75
Legal Matters	76
Experts	76
Additional Information	76
Financial Statements	F-1

You should rely only on the information contained in this prospectus. Neither we, nor the Selling ~~Stockholders~~Stockholder have authorized anyone to ~~provide~~ provide information different from that contained in this prospectus. The Selling ~~Stockholders~~Stockholder are offering to sell, and seeking offers to buy, shares of Common Stock only in jurisdictions where offers and sales are permitted. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of our Common Stock.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus and any documents incorporated by reference herein and therein may contain forward looking statements that involve significant risks and uncertainties. All statements other than statements of historical fact contained in this prospectus and the documents incorporated by reference herein, including statements regarding future events, our future financial performance, business strategy, and plans and objectives of management for future operations, are forward-looking statements. We have attempted to identify forward-looking statements by terminology including “anticipates,” “believes,” “can,” “continue,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predicts,” “should,” or “will” or the negative of these terms or other comparable terminology. Although we do not make forward looking statements unless we believe we have a reasonable basis for doing so, we cannot guarantee their accuracy. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks outlined under “Risk Factors” or elsewhere in this prospectus and the documents incorporated by reference herein, which may cause our or our industry’s actual results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Moreover, we operate in a highly regulated, very competitive, and rapidly changing environment. New risks emerge from time to time and it is not possible for us to predict all risk factors, nor can we address the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause our actual results to differ materially from those contained in any forward-looking statements.

We have based these forward-looking statements largely on our current expectations and assumptions about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy, short term and long term business operations, and financial needs. These forward-looking statements are subject to certain risks and uncertainties that could cause our actual results to differ materially from those reflected in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed in this prospectus, and in particular, the risks discussed below and under the heading “Risk Factors” and those discussed in other documents we file with the SEC which are incorporated by reference herein.

We undertake no obligation to revise or publicly release the results of any revision to these forward-looking statements, except as required by law. In light of the significant risks, uncertainties and assumptions that accompany forward-looking statements, the forward-looking events and circumstances discussed in this prospectus may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statement.

You should not place undue reliance on any forward-looking statement, each of which applies only as of the date of this prospectus. Except as required by law, we undertake no obligation to update or revise publicly any of the forward-looking statements after the date of this prospectus to conform our statements to actual results or changed expectations.

Any forward-looking statement you read in this prospectus, or any document incorporated by reference reflects our current views with respect to future events and is subject to these and other risks, uncertainties and assumptions relating to our operations, operating results, growth strategy and liquidity. You should not place undue reliance on these forward-looking statements because such statements speak only as to the date when made. We assume no obligation to publicly update or revise these forward-looking statements for any reason, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future, except as otherwise required by applicable law. You are advised, however, to consult any further disclosures we make on related subjects in our reports on Forms 10-Q, 8-K, and 10-K filed with the SEC. You should understand that it is not possible to predict or identify all risk factors. Consequently, you should not consider any such list to be a complete set of all potential risks or uncertainties.

PROSPECTUS SUMMARY

We are an international sustainable marine protein company that owns and operates several portfolio companies with an emphasis on environmental, social and governance values. We seek to create a vertically integrated seafood company that offers customers high quality products while maintaining a focus on our core values of delivering food safety, traceability and certified resource sustainability. Our companies include:

John Keeler & Co., Inc. (“Keeler & Co.”) doing business as Blue Star Foods, which imports, packages and sells refrigerated pasteurized crab meat sourced primarily from Southeast Asia and other premium seafood products; Coastal Pride Seafood, LLC (“Coastal Pride”) which imports pasteurized and fresh crab meat sourced primarily from Mexico and Latin America and sells premium branded label crab meat throughout North America; ~~and~~ Taste of BC Aquafarms, Inc. (“TOBC”), a land-based recirculating aquaculture systems (“RAS”) salmon farming operation, which sells its steelhead salmon to distributors in Canada; and Afritex Ventures Inc., (“AFVFL”), a Florida corporation and wholesaler of food products.

We distribute our imported blue and red swimming crabmeat in the United States under the brand names Blue Star, Pacifika, Oceanica, Crab & Go Premium Seafood, First Choice, Good Stuff and Coastal Pride Fresh and steelhead salmon and rainbow trout fingerlings produced by TOBC under the brand name Little Cedar Falls.

Blue Star is packed with only high quality Portunus Pelagicus species crab and is produced under exacting specifications and quality control requirements.

Pacifika is a quality brand for the price conscious end user. The Portunus Haanii crab meat is packed in China and is ideal for upscale plate presentations.

Oceanica is made from the Portunus Haanii crab, which is caught and processed in Vietnam. It is an affordable choice to help reduce food cost without sacrificing the look/taste of dishes.

Crab + Go Premium Seafood is geared towards millennials as part of the trend toward pre-packaged, grab-and-go items. The product is packaged in flexible foil pouches.

Lubkin Brand is packed with quality Portunus Pelagicus species crab in the Philippines and Indonesia.

First Choice is a quality brand packed with Portunus Haanii crab meat from Malaysia.

Good Stuff is a premium brand packed with high quality Callinectes species crab from Mexico.

Coastal Pride Fresh is packed with Callinectes Sapidus from Venezuela and the United States.

Steelhead salmon and rainbow trout fingerlings are produced by TOBC under the Little Cedar Falls brand. The fish are sashimi grade and only sold as a fresh item, usually reaching end users within days of harvest.

Competitive Strengths

Sustainable and Traceable Product Sourcing. We believe that our greatest point of differentiation from other seafood companies is our efforts to ensure that our seafood products are ethically sourced in a method that is consistent with our core values and those of our customers.

Proprietary Brands. We have created several brands of crab meat that are well regarded amongst our customers and are differentiated by product quality and price point.

Eco-Friendly Packaging. Another major point of differentiation from our competitors is our use of sustainable and ethical packaging. Our green pouches for Eco-Fresh crab meat are patented in the United States, Europe, Thailand, the Philippines and Indonesia under patent Nos.1526091 B1 and US Patents 8,337,922 and 8,445,046. We believe since their introduction in 2003, these pouches have saved in excess of a million metric tons of carbon dioxide emissions versus metal can packaging material.

We intend to grow our business in several ways, including:

Our long-term strategy is to create a vertically integrated seafood company that offers customers high quality products while maintaining a focus on our core values of delivering food safety, traceability and certified resource sustainability. We plan to grow the Company organically by continuing to increase our customer base and by introducing new high-value product lines and categories, as well as strategically acquiring companies that focus on additional species and proprietary technologies that we believe we can integrate into a larger, diversified company.

Growing our existing businesses. The three current existing businesses each have different pathways to organic growth, including by increasing their reliable access to sustainably sourced marine product and supplying to a larger and more diversified customer base. Our key objective is to optimize the management of the companies across all companies, specifically in the marketing, sourcing and financing departments.

Strategic Acquisitions. We will continue to seek opportunities to acquire companies that allow us to expand into new territories, diversify our species product categories, and where operational synergies with our existing companies may exist. We believe that we may have the ability to layer on a sustainability model to certain companies that operate in a more traditional way, with an opportunity to increase margins by selling a more premium product.

Scaling the RAS Business. We have an internal goal to reach production of 21,000 metric tons of steelhead salmon by 2028. If we can successfully access the necessary funding through the equity capital markets and through certain debt facilities, we hope to build a series of 1,500 metric ton and 3,000 metric ton facilities throughout strategic locations in British Columbia, Canada, where TOBC is currently based.

We purchase crab meat directly from six processors with which we have long-standing relationships, that have agreed to source their product in a sustainable manner. All crab meat is sourced under the Company’s FDA approved HACCP Plan. Additionally, all suppliers are certified grade A by the BRC and are audited annually to ensure safety and quality.

The Company had five major suppliers located in the United States, Indonesia, Vietnam and China which accounted for approximately 76% of the Company’s total purchases during the year ended December 31, 2022. The Company’s largest supplier is located in Indonesia and accounted for 29% of the Company’s total purchases in the year ended December 31, 2022.5

The Company’s ~~products~~had ~~are~~four ~~sold~~major suppliers located in the United States, ~~and~~ Canada. ~~Its~~and ~~primary~~China ~~current~~which ~~source~~accounted offor ~~revenue~~approximately is82% ~~importing~~of ~~blue~~the ~~and red swimming~~Company’s ~~crab~~total ~~meat~~purchases ~~primarily~~during ~~from Indonesia,~~ the ~~Philippines~~year ~~and~~ended ~~China~~December ~~and distributing it in the United States and Canada under several brand names such as Blue Star~~31, ~~Oceanica,~~2023. ~~Pacifika,~~The ~~Crab & Go, Lubkin~~Company’s ~~Coastal~~largest ~~Pride,~~supplier ~~First~~is ~~Choice,~~located ~~Good~~in ~~Stuff,~~Miami ~~Coastal Pride Fresh~~ and ~~TOBC~~accounted ~~steelhead~~for ~~salmon~~35% of ~~and~~the ~~rainbow~~Company’s ~~trout~~total ~~fingerlings~~purchases ~~produced~~in ~~under~~ the ~~brand~~year ~~name~~ended ~~Little~~December ~~Cedar~~31, ~~Falls~~2023.

The Company’s products are sold in the United States and Canada. Its primary current source of revenue is purchasing blue and red swimming crab meat primarily from our largest supplier in Miami and distributing it in the United States and Canada under several brand names such as Blue Star, Oceanica, Pacifika, Crab & Go, Lubkin’s Coastal Pride, First Choice, Good Stuff, Coastal Pride Fresh and TOBC steelhead salmon and rainbow trout fingerlings produced under the brand name Little Cedar Falls.

The Company stores its crab meat inventory at a third-party facility in Miami, Florida and distribution takes place from this facility.

The Company has a sales team based throughout the United States who sell directly to customers, most of whom are in the food service and retail industry and also manage a network of regional and national brokers, that cover both the retail and wholesale segments. The sales team and brokers help to pull the products through the system by creating demand at the end user level and pulling the demand through our distributor customers. The Company sells to retail customers either directly or via distributors that specialize in the retail segment.

The Company does not own its own fleet of trucks and utilizes less than truckload freight shipping (“LTL”) national freight carriers to deliver its products to its customers. LTL is used for the transportation of small freight or when freight does not require the use of an entire trailer. When shipping LTL, the Company pays for a portion of a standard truck trailer, and other shippers and their shipments fill the unoccupied space.

Recent Events

Public Offering

On September 11, 2023, the Company sold in an underwritten public offering pursuant to a securities purchase agreement, an aggregate of 690,000 shares of its Common Stock, Series A-1 warrants to purchase up to 10,741,139 shares of Common Stock, Series A-2 warrants to purchase up to 10,741,139 shares of Common Stock (collectively, the “Common Warrants”) and pre-funded warrants to purchase up to 10,051,139 shares of Common Stock (the “Pre-Funded Warrants”). Each share of Common Stock and Pre-Funded Warrants were sold together with a Series A-1 Common Stock purchase warrant to purchase one share of Common Stock and a Series A-2 Common Stock purchase warrant to purchase one share of Common Stock. The public offering price for each share of Common Stock and accompanying Common Warrants was $0.4655. Each Common Warrant has an exercise price of $0.4655 per share, and will be exercisable beginning on the effective date of stockholder approval of the issuance of the shares upon exercise of the Common Warrants (“Warrant Stockholder Approval”). The Series A-1 warrants will expire on the five-year anniversary of the effective date of Warrant Stockholder Approval. The Series A-2 warrants will expire on the eighteen-month anniversary of the effective date of Warrant Stockholder Approval. The public offering price was $0.4555 per Pre-funded Warrant and accompanying Common Warrants. The Pre-funded Warrants are immediately exercisable and have an exercise price of $0.01 per share.

H.C. Wainwright & Co., LLC, acted as placement agent for the offering and received a fee of 7% of the gross proceeds and reimbursement of $35,000 in non-accountable expenses and $100,000 of legal fees and out-of-pocket expenses.

NASDAQ Compliance

On September 26, 2023, ~~the~~we ~~Company~~ received ~~notice~~a letter from the Listing Qualifications Department of The NASDAQ Stock Market LLC (“NASDAQ”) notifying the Company that, based upon the closing bid price of ~~its~~the ~~Common~~Company’s ~~Stock~~common stock for the last 30 consecutive business days, the Company was not in compliance with the requirement to maintain a minimum bid price of $1.00 per share ~~(the~~ ~~“Minimum~~for ~~Bid~~continued ~~Requirement”).~~listing on The ~~Company~~NASDAQ ~~has~~Capital ~~180 days~~Market, oras ~~until~~set ~~March~~forth ~~24,~~in ~~2024, to regain compliance with~~ NASDAQ Listing Rule 5550(a)(2). ~~If at any time before March 24, 2024,~~ (the closing bid price of the Company’s Common Stock closes at or above $1.00 per share for a minimum of ten consecutive business days, NASDAQ will provide written notification that the Company has achieved compliance with the “Minimum Bid Requirement~~, and the matter would be resolved~~”). If the Company does not regain compliance with the Minimum Bid Requirement during the initial 180 calendar day period, the Company may be eligible for an additional 180 calendar day compliance period if it meets all other applicable listing standards.

~~The~~We ~~Company~~were ~~will~~provided ~~continue~~a compliance period of 180 calendar days, or until March 25, 2024, to ~~actively~~regain ~~monitor~~compliance with NASDAQ Listing Rule 5550(a)(2). If at any time before March 25, 2024, the closing bid price of ~~its~~our ~~Common~~common ~~Stock~~stock ~~and~~closed ~~will~~at ~~seek~~or toabove ~~regain~~$1.00 ~~compliance~~per ~~with~~share ~~all~~for ~~applicable~~a minimum of ten consecutive business days, NASDAQ ~~requirements~~would ~~within~~provide written notification that the ~~allotted~~Company has achieved compliance ~~periods~~with the Minimum Bid Requirement and the matter would be resolved. IfOn March 26, 2024, we received a letter from NASDAQ stating the Company ~~does~~had not ~~regain~~regained compliance with ~~within~~ the ~~allotted~~Minimum ~~compliance periods,~~Bid ~~including~~Requirement ~~any~~and ~~extensions~~is ~~that~~not ~~may~~eligible befor ~~granted~~a bysecond ~~NASDAQ,~~180-day ~~the~~period ~~Company~~because it is not in compliance with NASDAQ’s $5,000,000 ~~Common~~minimum ~~Stock~~stockholders’ ~~may~~equity beinitial ~~subject~~listing ~~to delisting~~requirement.

The Company appealed this determination to the Nasdaq Hearings Panel (the “Panel”) in writing on April 1, 2024.

On April 10, 2024, the Panel notified the Company that it had granted the request of the Company to continue its listing on NASDAQ until May 30, 2024, subject to on or before April 1, 2024, the Company filing its Form 10-K for the year ended December 31, 2023, filing its Form 10-Q for the quarter ended March 31, 2024 by May 15, 2024, and on or before May 30, 2024, the Company shall have demonstrated compliance with Listing Rule 5550(a)(2) by evidencing a closing bid price of $1.00 or more per share for a minimum of ten (10) consecutive trading sessions, and evidence compliance with all applicable criteria for continued listing.

Minimum Stockholder’s Equity

The Company was notified on May 23, 2023 by NASDAQ that it no longer complied with the minimum $2,500,000 stockholders’ equity required for continued listing on NASDAQ. At a hearing with NASDAQ on June 29, 2023, the Company’s request for continued listing on The NASDAQ Capital Market was granted, subject to filing a registration statement with the SEC for a $5 million public offering by July 28, 2023 and demonstrating compliance with the minimum stockholders’ equity requirement by August 18, ~~2025~~2023, which date was extended to September 15, 2023.On September 11, 2023, the Company closed its $5 million public offering. On October 16, 2023, NASDAQ notified the Company that it had regained compliance with the minimum $2,500,000 stockholders’ equity requirement. However, the Company ~~will~~is be subject to a mandatory panel monitor until October 16, 2024. If, within that one-year monitoring period, NASDAQ finds the Company out of compliance, the Company will have an opportunity to request a new hearing on the matter.

The Company was notified again on November 27, 2023 by NASDAQ that it no longer complied with the minimum $2,500,000 stockholders’ ~~equity~~ equity required for continued listing on NASDAQ. As the Company is subject to a mandatory panel monitor for a period of one year, we are not eligible for a compliance period. On December 4, 2023, the Company requested a hearing with the ~~Hearings~~ Panel, which ~~has~~was ~~been~~ scheduled for March 5, 2024. On March 22, 2024, the Panel notified the Company that it had granted the request of the Company to continue its listing on NASDAQ until May 15, 2024, subject to on or before April 1, 2024, the Company filing its Form 10-K for the year ended December 31, 2023, and filing its Form 10-Q for the quarter ended March 2831, 2024 by May 15, 2024.

On June 11, 2024, the Company received a letter from the Panel indicating that the Company demonstrated compliance with the bid price requirement in Listing Rule 5550(a)(2) and the minimum stockholders’ equity requirement in Listing Rule 5550(b)(1).

Additionally, the Company will be subject to a Discretionary Panel Monitor for a period of one year, until June 11, 2025. If the Company fails to maintain compliance with any continued listing requirement during the one-year monitoring period, the Company will have an opportunity to request a new hearing with the initial Panel or a newly convened Hearings Panel if the initial Panel is unavailable.

Agile Loans

On May 9, 2024 the Company entered into a subordinated business loan and security agreement with Agile Lending, LLC and Agile Capital Funding, LLC as collateral agent (collectively “Agile”), which provides for a term loan to the Company in the form of a promissory note in the aggregate principal amount of $210,000 (the “May Agile Loan”). The May Agile Loan will accrue principal and interest of $84,000 and has a maturity date of November 22, 2024. Commencing May 17, 2024, the Company is required to make weekly payments of $10,500 until the maturity date.

The Company shall have the right to make a full prepayment or partial prepayment of the May Agile Loan. Upon prepayment of any principal amount, the Company is obligated to pay a make-whole premium payment on account of such principal so paid, which shall be equal to the aggregate and actual amount of interest (at the contract rate of interest) that would be paid through the maturity date.

In the event of a default (as described in the May Agile Loan), the Agile Loan shall accrue interest at a fixed per annum rate equal to the rate that is otherwise applicable thereto plus an additional 5%. The Company also agreed to pay Agile an administration fee of $10,000 upon execution.

While the May Agile Loan remains outstanding, the Company will grant Agile a continuing security interest in its Collateral (defined as all properties, rights and assets of the Company), wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof.

The Company shall use some of the proceeds of the May Agile Loan to pay off its existing loan balance of $116,658 for the loan funded by Agile on June 26, 2023. The rest of the proceeds will be used for general corporate purposes.

~~Implications~~On ofJuly ~~Being~~25, an2024 ~~Emerging~~the ~~Growth~~Company entered into a second subordinated business loan and security agreement with Agile which provides for a term loan to the Company in the form of a promissory note in the aggregate principal amount of $210,000 (the “July Agile Loan”). The July Agile Loan will accrue principal and ~~Smaller~~interest ~~Reporting~~of $84,000 and has a maturity date of January 31, 2025. Commencing August 2, 2024, the Company is required to make weekly payments of $10,889 until the maturity date. The proceeds of the July Agile Loan will be used for general corporate purposes.

WeAll ~~qualify~~the asother anterms ~~“emerging~~and ~~growth~~provision ~~company”~~of ~~under~~ the ~~Jumpstart~~July ~~our~~Agile ~~Business~~Loan ~~Startups Act (“JOBS Act”). As a result, we~~ are ~~permitted~~exactly ~~to,~~the ~~and~~same ~~intend to, rely on exemptions from certain disclosure requirements. For so long~~ as wethe ~~are~~May anAgile ~~emerging growth company, we will not be required to:~~Loan.

● have an auditor report on our internal controls over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act; ● comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (i.e., an auditor discussion and analysis); ● submit certain executive compensation matters to shareholder advisory votes, such as “say-on-pay,” “say-on-frequency” and pay ratio; and ● disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the CEO’s compensation to median employee compensation.FirstFire Note

InOn ~~addition~~May 17, ~~Section~~2024, ~~107~~the ofCompany ~~the~~entered ~~JOBS~~into ~~Act~~a ~~also~~promissory ~~provides~~note ~~that~~with anFirstFire ~~emerging~~Global ~~growth~~Opportunities Fund, LLC, a Delaware limited liability company ~~can~~(“FirstFire”), ~~take~~pursuant ~~advantage~~to ofwhich the ~~extended~~Company ~~transition~~issued ~~period provided~~a promissory note in ~~Section~~the 7(principal amount of $240,000 at a) rate of 19% per annum (2the “FirstFire Note”)~~(B)~~. The FirstFire Note also has a one-time interest payment of ~~the~~$45,600 ~~Securities~~and ~~Act~~a ~~for~~maturity date ~~complying~~of ~~with~~April ~~new~~17, or2025. ~~revised~~The ~~accounting~~proceeds ~~standards~~from the FirstFire Note are for general corporate purposes.

InThe ~~other~~FirstFire ~~words,~~Note anhas ~~emerging~~mandatory ~~growth~~monthly ~~company~~payments ~~can~~due ~~delay~~ the ~~adoption~~17th of ~~certain~~each ~~accounting~~month. ~~standards~~The ~~until~~initial ~~those~~payment ~~standards~~on ~~would~~August ~~otherwise~~17, 2024 is $185,600. ~~apply~~Monthly topayments ~~private~~from ~~companies~~September 2024 – December 2024 are $22,000. WeMonthly ~~have~~payments ~~elected~~from January 2025 - April 2025 are $3,000. The Company may prepay the FirstFire Note at any time without penalty. The Company’s failure to ~~take~~comply ~~advantage~~with the material terms of the ~~benefits~~FirstFire Note will be considered an event of ~~this~~default ~~extended~~and ~~transition~~the ~~period.~~principal ~~Our~~sum ~~financial~~of ~~statements~~the FirstFire Note will become immediately due ~~may~~and ~~therefore~~payable ~~not~~at bean ~~comparable~~amount equal to ~~those~~150% times the sum of ~~companies~~(i) ~~that~~the ~~comply~~then ~~with~~outstanding ~~such~~principal ~~new~~amount orof ~~revised~~the ~~accounting~~note ~~standards~~plus (ii) accrued and unpaid interest on the unpaid principal amount of the note to the date of payment plus (iii) default interest, plus (iv) any other amounts owed to FirstFire.

WeAfter ~~will remain an “emerging growth company” for up to five years from~~ the ~~date~~occurrence of ~~the~~an ~~first~~event ~~sale~~ of ~~our~~default, ~~Common~~at ~~Stock~~any oftime, FirstFire shall have the ~~issuer~~ ~~pursuant~~right to anconvert ~~effective~~all ~~registration statement,~~ or ~~until~~any ~~the~~part ~~earliest~~ of ~~(i)~~ the ~~last~~outstanding and ~~day~~unpaid amount of the ~~first~~FirstFire ~~fiscal~~Note ~~year~~into infully ~~which~~paid ~~our total~~and ~~annual~~non-assessable ~~gross~~shares ~~revenues~~of ~~exceed~~our $1common stock.07 ~~billion,~~The ~~(ii)~~conversion ~~the~~price ~~date~~shall ~~that~~be 61% wemultiplied ~~become~~by athe ~~“large~~Market ~~accelerated~~Price ~~filer”~~ (as defined in ~~Rule~~ ~~12b-2 under~~ the ~~Exchange~~FirstFire ~~Act,~~Note). ~~which~~While ~~would occur if~~ the ~~market~~FirstFire ~~value~~Note ofremains ~~our~~outstanding, ~~Common~~we ~~Stock~~will ~~that is held by non-affiliates exceeds $700~~reserve ~~million~~2,000,000 asshares of ~~the last business day of~~ our ~~most~~common ~~recently~~stock ~~completed~~free ~~second~~from ~~fiscal~~preemptive ~~quarter~~rights, orto ~~(iii)~~provide for the ~~date~~issuance onupon ~~which~~the wefull ~~have~~conversion ~~issued~~of ~~more~~the FirstFire ~~than~~Note. $1The ~~billion~~shares inwill ~~non-convertible~~be ~~debt~~subject ~~during~~to ~~the~~Rule ~~preceding three year period~~144.

~~Additionally,~~While wethe ~~are~~FirstFire aNote ~~“smaller~~remains ~~reporting~~outstanding, ~~company”~~we asshall ~~defined~~not, inwithout FirstFire’s ~~Item~~written ~~10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations~~consent, ~~including~~sell, ~~among other things~~lease, ~~providing~~or ~~only~~otherwise ~~two years of audited financial statements.~~dispose ~~We will remain a smaller reporting company until the last day~~ of ~~the~~any ~~fiscal~~significant ~~year~~portion ~~in which (1) the market value~~ of our ~~Common~~assets ~~Stock~~outside ~~held by non-affiliates equals or exceeds $250 million as of~~ the ~~end~~ordinary ofcourse ~~that year’s second fiscal quarter, or (2) our annual revenues equaled or exceeded $100 million during such completed fiscal year and the market value~~ of ~~our Common Stock held by non-affiliates equals or exceeds $700 million as of the end of that year’s second fiscal quarter~~business.

Lind Waiver and Acknowledge Agreement

On August 3, 2024 the Company and Lind Global Fund II LP (“Lind”) entered into a waiver and acknowledgement agreement (the “Waiver Agreement”).

The Company and Lind previously entered into that certain Securities Purchase Agreement, dated as of May 20, 2023, as amended on July 27, 2023 pursuant to which the Company issued Lind a senior convertible promissory note in the principal amount of $300,000.

The Company intends to engage in an at-the-market offering in connection with which HC Wainwright & Co, LLC or an affiliate thereof will act as placement agent (the “HCW ATM”)

Pursuant to the Waiver Agreement, it is agreed, solely as it relates to the HCW ATM to the wavier of Sections 3.4(a)(v) (Adjustments for Issuance of Additional Shares of Common Stock) and 4.1(f) (Prohibited Transactions) of the note and Section 5.9 (Prohibited Transactions) of the Securities Purchase Agreement. The waiver is subject to the following conditions: (i) the Company may not make any sales of securities under the HCW ATM until 3 Trading Days have elapsed from the date that the terms of this Agreement are publicly announced, (ii) for the period beginning on the date hereof and ending on that the day that is 60 days thereafter, the aggregate amount of gross proceeds receivable under the HCW ATM for the sale of securities by the Company may not exceed $1,000,000, and (iii) for the period beginning on the date that is 61 days following the date hereof and ending on that the day that is 150 days thereafter, the aggregate amount of total gross proceeds receivable under the HCW ATM for the sale of securities by the Company may not exceed an additional $1,000,000. Additionally, on the date that is the earlier of (i) the date that gross the proceeds for the sale of securities by the Company under the HCW ATM equals or is in excess of $500,000.00, or (ii) the date that is 120 days from the date hereof, the Company shall pay to Lind $100,000.00 and an additional $3,000.00 for the Lind’s legal expenses relating to the preparation of this Agreement.

If the Company sells securities prior to the date permitted, in excess of the amounts agreed to, or if the Company fails to make the payments as required the Waiver Agreement will be deemed to have not been given.

We are a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our Common Stock held by non-affiliates equals or exceeds $250 million as of the end of that year’s second fiscal quarter, or (2) our annual revenues equaled or exceeded $100 million during such completed fiscal year and the market value of our Common Stock held by non-affiliates equals or exceeds $700 million as of the end of that year’s second fiscal quarter.

Corporate Information

We were incorporated on October 17, 2017 in the State of Delaware as a blank check company to be used as a vehicle to pursue a business combination. Prior to the Merger, we engaged in organizational efforts. Following the Merger, we discontinued our prior activities of seeking a business for a merger or acquisition and acquired the business of John Keeler & Co. Inc., d/b/a Blue Star Foods, a Florida corporation formed on May 5, 1995. Our executive offices are located at 3000 NW 109th Avenue, Miami, Florida 33172 and our telephone number is (305) 836-6858. Our website address is https://bluestarfoods.com/. Except for any documents that are incorporated by reference into this prospectus that may be accessed from our website, the information available on or through our website is not part of this prospectus.

The Offering

On May 3016, 2023, the Company entered into a ~~Securities~~ Purchase Agreement (the “ELOC Purchase Agreement”) with ~~Lind~~ClearThink ~~Global~~Capital ~~Fund II LP~~Partners, LLC ~~a Delaware limited partnership~~ (“~~Lind~~ClearThink”). Pursuant to the ELOC Purchase Agreement, ~~pursuant~~ClearThink has agreed to ~~which~~purchase from the Company, ~~issued~~from time to ~~Lind~~time upon delivery by the Company to ClearThink of request notices (each a ~~secured,~~“Request ~~two-year~~Notice”), ~~interest~~and ~~free~~subject to the other ~~convertible~~terms ~~promissory~~and ~~note~~conditions set forth in the ~~principal~~ELOC ~~amount~~Purchase Agreement, up to an aggregate of $110,~~200~~000,000 (of the ~~“May~~Company’s ~~2023~~Common ~~Note”)~~Stock. The ~~and~~purchase aprice of the shares of Common Stock ~~purchase~~to ~~warrant (~~be purchased under the ~~“May~~ELOC ~~2023~~Purchase ~~Warrant”)~~Agreement towill ~~acquire~~be ~~435,035~~equal ~~shares~~to 80% of ~~Common~~the ~~Stock~~two lowest daily VWAPs during a valuation period of ~~the~~six ~~Company~~trading days, ~~for~~beginning three trading days preceding the ~~aggregate~~draw ~~funding~~down ~~amount~~or put notice to three trading days commencing on the first trading day following delivery and clearing of ~~$1,000,000~~the delivered shares. Each purchase under the ELOC ~~The~~Purchase ~~conversion~~Agreement ~~price~~will be in a minimum amount of ~~the~~$25,000 ~~May~~and ~~2023~~a ~~Note~~maximum isamount equal to the lesser of: (i) US$~~2.40;~~1,000,000 orand (ii) 90300% of the ~~lowest~~average ~~single~~daily ~~VWAP~~trading ~~during~~value of the ~~20 trading~~Common ~~day~~Stock ~~period~~over ~~ending on~~ the ~~last~~ten ~~trading~~days ~~day immediately~~ preceding the ~~applicable~~Request ~~conversion~~Notice date. In addition, ~~subject~~pursuant to ~~customary adjustments.~~the InELOC ~~connection~~Purchase ~~with~~Agreement, the ~~issuance~~Company agreed to issue to ClearThink 1,250 restricted shares of the ~~May~~Company’s ~~2023~~Common ~~Note~~Stock ~~and~~as ~~the~~a ~~May~~“Commitment Fee.” ~~2023~~The ~~Warrant,~~ELOC ~~the~~Purchase ~~Company~~Agreement ~~paid~~has a ~~$50,000~~maturity ~~commitment~~date ~~fee~~of toMay ~~Lind~~16, 2025.

OnThe ~~July~~issuance ~~27,~~of ~~2023,~~shares ~~the Company entered into a First Amendment~~ to ~~Securities~~ClearThink ~~Purchase~~are ~~Agreement~~subject ~~(the “Purchase Agreement Amendment”) with Lind, pursuant~~ to ~~which~~a ~~the~~beneficial ~~Company~~ownership ~~amended~~limitation ~~the~~so ~~Purchase~~that ~~Agreement~~ in ~~order~~no toevent ~~permit~~will ~~the~~shares ~~issuance~~be ofissued ~~further~~which ~~senior convertible~~would ~~promissory~~result ~~notes~~ in ~~the~~ClearThink ~~aggregate~~beneficially ~~principal~~owning, ~~amount~~together ofwith upits ~~to $1~~affiliates,~~800,000~~ ~~and~~more ~~common~~than ~~stock~~9.99% ~~purchase~~of ~~warrants in such aggregate amount as~~ the Company’s ~~and~~outstanding ~~Lind~~shares ~~shall~~of Common ~~mutually agree pursuant to the Purchase Agreement~~Stock.

~~Pursuant~~The toCompany ~~the~~may ~~Purchase~~not ~~Agreement~~deliver ~~Amendment, the Company issued~~ to ~~Lind~~ClearThink a ~~secured,~~Request ~~two-year,~~Notice ~~interest~~if ~~free~~we ~~convertible~~are ~~promissory note~~ in the principal amount of $300,000 (the “July 2023 Note”) and a common stock purchase warrant to acquire 175,234 shares of Common Stock of the Company (the “July 2023 Warrant”), for the aggregate funding amount of $250,000default. ~~The~~Events ~~conversion price~~ of ~~the July~~default ~~2023 Note is equal to the lesser of~~include: (i) US$1.34; or (ii) 90% of the lowest single VWAP during the 20 trading day period ending on the last trading day immediately preceding the applicable conversion date, subject to customary adjustments. The July 2023 Warrant is exercisable at an exercise price of $1.34 per share, subject to customary adjustments. In connection with the issuance of the Note and the Warrant, the Company paid a $12,500 commitment fee to Lind.

~~On May 16, 2023, the Company entered into a Purchase Agreement~~ (~~the “ELOC Purchase Agreement”~~a) ~~with ClearThink Capital Partners,~~ ~~LLC (“ClearThink”). Pursuant to~~ the ~~ELOC~~effectiveness ~~Purchase Agreement, ClearThink has agreed to purchase from the Company, from time to time upon delivery by the Company to ClearThink~~ of ~~request notices (each~~ a ~~“Request~~registration ~~Notice”),~~statement ~~and~~registering ~~subject to~~ the ~~other terms~~resale ~~and conditions set forth in the ELOC Purchase Agreement, up to an aggregate~~ of ~~$10,000,000 of~~ the ~~Company’s~~Securities ~~Common~~lapses ~~Stock. The~~for ~~purchase~~any ~~price~~reason offor ~~the shares of Common Stock to be purchased under the ELOC Purchase Agreement will be equal to 80% of the two lowest daily VWAPs during~~ a ~~valuation~~ period of ~~six~~ten ~~trading~~(10) consecutive ~~days,~~business ~~beginning three trading~~ days ~~preceding the draw down~~ or ~~put~~for ~~notice~~more tothan ~~three trading~~an ~~days~~aggregate ~~commencing on the first trading day following delivery and clearing~~ of ~~the~~thirty ~~delivered shares. Each purchase under the ELOC Purchase Agreement will be in a minimum amount of $25,000 and a maximum amount equal to the lesser of~~ (i30) ~~$1,000,000~~business ~~and (ii) 300% of the average daily trading value of the Common Stock over the ten~~ days ~~preceding~~in ~~the~~any ~~Request~~365-day ~~Notice date. In addition~~period, ~~pursuant~~with tocertain ~~the ELOC Purchase Agreement, the Company agreed to issue to ClearThink 62,500 restricted shares of the Company’s Common Stock as a “Commitment Fee.”~~exceptions;

In(b) ~~connection with~~ the ~~ELOC~~suspension ~~Purchase~~of ~~Agreement,~~ the ~~Company~~Common ~~entered~~Stock ~~into~~from atrading ~~Registration~~on ~~Rights~~the ~~Agreement~~principal ~~with~~market ~~ClearThink~~for ~~under~~a ~~which~~period ~~the Company~~of ~~agreed~~one to(1) ~~file~~business aday, ~~registration~~provided ~~statement~~that ~~with~~ the ~~Securities~~Company may ~~and~~not ~~Exchange~~direct ~~Commission~~ClearThink ~~covering~~to ~~the~~purchase any shares of Common Stock ~~issuable under~~during ~~the~~any ~~ELOC~~such ~~Purchase Agreement.~~suspension;

On(c) ~~May 16, 2023,~~ the ~~Company~~delisting ~~and~~of ~~ClearThink also entered into a Securities Purchase Agreement (~~the ~~“SPA”)~~Common ~~under~~Stock ~~which ClearThink has agreed to purchase~~ from ~~the~~The ~~Company~~OTCQB, anprovided, ~~aggregate of 91~~however,~~612~~ ~~shares~~that of the ~~Company’s restricted~~ Common Stock ~~for~~is anot ~~total purchase~~immediately ~~price~~thereafter oftrading ~~$200,000~~on inthe New ~~four~~York ~~closings.~~Stock Exchange, The ~~first~~Nasdaq ~~closing~~Global ~~occurred~~Market, onThe ~~the~~Nasdaq ~~execution~~Global ~~date~~Select ofMarket, the ~~SPA~~NYSE ~~and~~American ~~the~~(or ~~second,~~nationally ~~third,~~recognized ~~and fourth~~successor ~~closings~~to ~~shall~~any beof ~~within 60 days after~~ the ~~first closing.~~foregoing);

(d) if the exchange cap is reached unless and until stockholder approval is obtained;

(e) the failure for any reason by the transfer agent to issue shares to ClearThink within three (3) business days after the applicable purchase date on which ClearThink is entitled to receive such shares;

(f) the Company breaches any representation, warranty, covenant or other term or condition under any of their transaction documents with ClearThink;

(g) if any person commences a proceeding against the Company pursuant to or within the meaning of any bankruptcy law or if the Company commences a proceeding within the meaning of any bankruptcy law;

(h) if at any time the Company is not eligible to transfer its Common Stock electronically as DWAC shares.

The ELOC Purchase Agreement terminates as follows:

(a) If pursuant to or within the meaning of any bankruptcy law, the Company commences a voluntary case or any Person commences a proceeding against the Company, a custodian is appointed for the Company or for all or substantially all of its property, or the Company makes a general assignment for the benefit of its creditors, any of which would be an event of default, and shall automatically terminate without any liability or payment to the Company without further action or notice by any person;

(b) In the event that the commencement of the ELOC Purchase Agreement shall not have occurred on or before December 31, 2023;

(d) automatically on the date that the Company sells and ClearThink purchases the full available amount under the ELOC Purchase Agreement;

(e) May 16, 2025.

ClearThink, its agents, representatives or affiliates, will not in any manner whatsoever, enter into or effect directly or indirectly, any (i) “short sale” of the Common Stock or (ii) hedging transaction, which establishes a net short position with respect to the Common Stock.

It is possible that we may not have access to the full amount available to us under the ELOC Purchase Agreement. We have also indemnified ClearThink pursuant to the ELOC Purchase Agreement.

In connection with the ELOC Purchase Agreement, the Company entered into a Registration Rights Agreement with ClearThink under which the Company agreed to file a registration statement with the Securities and Exchange Commission covering the shares of Common Stock issuable under the ELOC Purchase Agreement.

On May 16, 2023, the Company and ClearThink also entered into a Securities Purchase Agreement (the “SPA”) under which ClearThink has agreed to purchase from the Company an aggregate of 1,000 shares of the Company’s restricted Common Stock for a total purchase price of $200,000 in four closings. The first closing occurred on the execution date of the SPA and the second, third, and fourth closings shall be within 60 days after the first closing.

SUMMARY OF THE OFFERING

The following is a summary of the shares being offered by the Selling ~~Stockholders~~Stockholder:

Common Stock offered by Selling Stockholders		19,876,735 shares of common stock, $0.0001par value per share (the “Common Stock”), consisting of (i) up to 2,761,668 shares issuable upon conversion of the principal and accrued interest at maturity of two convertible promissory notes in the aggregate principal amount of $1,500,000 in total, issued to Lind Global Fund II LP (“Lind “) on May 30, 2023 and July 27, 2023, respectively (collectively the “Lind Note), (ii) warrants to purchase up to 435,035 shares of Common Stock (at an exercise price of $2.45 per share), issued to Lind on May 30, 2023, and (iii) up to 16,680,032 issuable pursuant to that certain purchase agreement (the “ELOC Purchase Agreement”) dated May 16, 2023, by and between ClearThink Capital Partners, LLC (“ClearThink”) and us.
Common Stock offered by Selling Stockholder		3,743,000 shares of common stock, $0.0001par value per share (the “Common Stock”) issuable pursuant to that certain purchase agreement (the “ELOC Purchase Agreement”) dated May 16, 2023, by and between ClearThink Capital Partners, LLC (“ClearThink”) and us.
Common Stock outstanding prior to the offering		142,~~450~~511,~~350~~458 shares
Nasdaq Capital Market Symbol		BSFC
Use of proceeds		We will not receive any proceeds from the sale of shares of our Common Stock by the Selling ~~Stockholders~~Stockholder.
Risk factors		You should carefully read “Risk Factors” in this prospectus for a discussion of factors that you should consider before deciding to invest in our Common Stock.

The number of shares of our Common Stock that will be outstanding immediately after this offering is based on 142,~~450~~511,~~350~~458 shares of Common Stock outstanding as of ~~December~~July 824, ~~2023~~2024 and excludes an aggregate of ~~997~~331,~~220~~245 shares of Common Stock issuable upon the exercise of stock options and warrants as follows:

● 266,276 shares of our common stock issuable upon the exercise of stock options;

	●	4,111 shares of our common stock issuable upon the exercise of stock options;

	●	12,261 shares of our common stock issuable upon exercise of warrants;

● 730,944 shares of our common stock issuable upon exercise of warrants;

● Approximately 50,000 shares of our common stock that may be issued upon exercise of a common stock purchase warrant that we issued to Lind Global Fund II LP, a Delaware limited partnership, on January 24, 2022, each of which is subject to potential anti-dilution adjustment as a result of this offering;

● Approximately 11,046,672 shares of our common stock that may be issued upon conversion of a secured, two-year, interest-free convertible promissory note and 435,035 shares of our common stock that may be issued upon exercise of a common stock purchase warrant that we issued to Lind Global Fund II LP on May 30, 2023, each of which is subject to potential anti-dilution adjustment as a result of this offering; and

● Approximately 2,761,668 shares of our common stock that may be issued upon conversion of a secured, two-year, interest-free convertible promissory note and 175,234 shares of our common stock that may be issued upon exercise of a common stock purchase warrant that we issued to Lind Global Fund II LP on July 27, 2023, each of which is subject to potential anti-dilution adjustment as a result of this offering.

	●	103,150 shares of our common stock that may be issued upon conversion of a secured, two-year, interest-free convertible promissory note and 8,701 shares of our common stock that may be issued upon exercise of a common stock purchase warrant that we issued to Lind Global Fund II LP on May 30, 2023, each of which is subject to potential anti-dilution adjustment as a result of this offering; and;

	●	199,517 shares of our common stock that may be issued upon conversion of a secured, two-year, interest-free convertible promissory note and 3,505 shares of our common stock that may be issued upon exercise of a common stock purchase warrant that we issued to Lind Global Fund II LP on July 27, 2023, each of which is subject to potential anti-dilution adjustment as a result of this offering.

RISK FACTORS

Investing in our Common Stock involves a high degree of risk. Before investing in our Common Stock, you should carefully consider the risks described below, as well as the other information in this prospectus, including our consolidated financial statements and the related notes. In addition, we may face additional risks and uncertainties not currently known to us, or which as of the date of this registration statement we might not consider significant, which may adversely affect our business. If any of the following risks occur, our business, financial condition and results of operations could be materially adversely affected. In such case, the trading price of our Common Stock could decline due to any of these risks or uncertainties, and you may lose part or all of your investment.

Risks Related to Our Business and Industry

The operation of our planned digital banking platform may subject us to costs and risks associated with various laws and regulations, including those relating to data privacy, security and protection. Developments in these and other laws and regulations could harm our business, financial condition or results of operations.

Future acquisitions may have an adverse effect on our ability to manage our business.

Selective acquisitions currently form part of our strategy to further expand our business. If we are presented with appropriate opportunities, we may acquire additional businesses, services or products that are complementary to our core business. Future acquisitions and the subsequent integration of new companies into ours would require significant attention from management. Future acquisitions would also expose us to potential risks, including risks associated with the assimilation of new operations, services and personnel, unforeseen or hidden liabilities, the diversion of resources from our existing businesses and technologies, the inability to generate sufficient revenue to offset the costs and expenses of acquisitions and potential loss of, or harm to, relationships with employees as a result of integration of new businesses. The diversion of our management’s attention and any difficulties encountered in any integration process could have a material adverse effect on our ability to manage our business.

The value of crab meat is subject to fluctuation which may result in volatility of our results of operations and the value of an investment in the Company.

Our business is dependent upon the sale of a commodity which value is subject to fluctuation. Our net sales and operating results vary significantly due to the volatility of the value of the crab meat that we sell which may result in the volatility of the market price of our Common Stock.

A material decline in the population and biomass of crab meat that we sell in the fisheries from which we obtain our crab meat would materially and adversely affect our business.

The population and biomass of crab meat are subject to natural fluctuations which are beyond our control and which may be exacerbated by disease, reproductive problems or other biological issues and may be affected by changes in weather and the global environment. The overall health of a crab or other fish is difficult to measure, and fisheries management is still a relatively inexact science. Since we are unable to predict the timing and extent of fluctuations in the population and biomass of our products, we are unable to engage in any measures that might alleviate the adverse effects of these fluctuations. Any such fluctuation which results in a material decline in the population and biomass in the fisheries from which we obtain our crab meat would materially and adversely affect our business. Our operations are also subject to the risk of variations in supply.

We are subject to the risk of product contamination and product liability claims.

The sales of our products may involve the risk of injury to consumers. Such injuries may result from tampering by unauthorized personnel, product contamination or spoilage, including the presence of foreign objects, substances, chemicals, or residues introduced during the packing, storage, handling or transportation phases. While we are subject to governmental inspection and regulations and believe our facilities comply in all material respects with all applicable laws and regulations, including internal product safety policies, we cannot be sure that consumption of our products will not cause a health-related illness in the future or that we will not be subject to claims or lawsuits relating to such matters. Even if a product liability claim is unsuccessful, the negative publicity surrounding any assertion that our products caused illness or injury could adversely affect our reputation with existing and potential customers and our brand image.

A significant portion of our revenues are derived from a single product, crab meat, and therefore we are highly susceptible to changes in market demand, which may be affected by factors over which we have limited or no control.

A significant portion of our revenues are derived from a single product, crab meat. We therefore are highly susceptible to changes in market demand, which may be impacted by factors over which we have limited or no control. Factors that could lead to a decline in market demand for crab meat include economic conditions and evolving consumer preferences. A substantial downturn in market demand for crab meat may have a material adverse effect on our business and on our results of operations.

Risks Related to Our Industry and TOBC’s RAS Operations

Regulation of the fishing industry may have an adverse impact on our business.

The international community has been aware of and concerned with the worldwide problem of depletion of natural fish stocks. In the past, these concerns have resulted in the imposition of quotas that subject individual countries to strict limitations on the amount of seafood that is allowed to be caught or harvested. Environmental groups have been lobbying for additional limitations. If international organizations or national governments were to impose additional limitations on crab meat or the seafood products we sell, this could have a negative impact on our results of operations.

Segments of the seafood industry in which we operate are competitive, and our inability to compete successfully could adversely affect our business, results of operations and financial condition.

We compete with major integrated seafood companies such as Tri Union Frozen Products, Inc. (Chicken of the Sea Frozen Foods), Phillips Foods, Inc., Harbor Seafood, Inc., and Twin Tails Seafood Corp. in our traditional sustainable seafood business and our primary competitors in our RAS business are Aquabounty, Atlantic Sapphire, Aquacon, Nordic Aquafarms, Whole Oceans, West Coast Salmon and Pure Salmon. Some of our competitors have the benefit of marketing their products under brand names that have better market recognition than ours or have stronger marketing and distribution channels than we do. Increased competition as to any of our products could result in price reduction, reduced margins and loss of market share, which could negatively affect our profitability. An increase in imported products in the United States at low prices could also negatively affect our profitability.

Our insurance coverage may be inadequate to cover losses we may incur or to fully replace a significant loss of assets.

Our involvement in the fishing industry may result in liability for pollution, property damage, personal injury or other hazards. Although we believe we have obtained insurance in accordance with industry standards to address such risks, such insurance has limitations on liability and/or deductible amounts that may not be sufficient to cover the full extent of such liabilities or losses. In addition, such risks may not, in all circumstances, be insurable or, in certain circumstances, we may choose not to obtain insurance to protect against specific risks due to the high premiums associated with such insurance or for other reasons. The payment of such uninsured liabilities would reduce the funds available to us. If we suffer a significant event or occurrence that is not fully insured, or if the insurer of such event is not solvent, we could be required to divert funds from capital investment or other uses towards covering any liability or loss for such events.

Our operations, revenue and profitability could be adversely affected by changes in laws and regulations in the countries where we do business.

The governments of countries into which we sell our products, from time to time, consider regulatory proposals relating to raw materials, food safety and markets, and environmental regulations, which, if adopted, could lead to disruptions in distribution of our products and increase our operational costs, which, in turn, could affect our profitability. To the extent that we increase our product prices as a result of such changes, our sales volume and revenues may be adversely affected.

Furthermore, these governments may change import regulations or impose additional taxes or duties on certain imports from time to time. These regulations and fees or new regulatory developments may have a material adverse impact on our operations, revenue and profitability. If one or more of the countries into which we sell our products bars the import or sale of crab meat or related products, our available market would shrink significantly, adversely impacting our results of operations and growth potential.

A decline in discretionary consumer spending may adversely affect our industry, our operations and ultimately our profitability.

Luxury products, such as premium grade crab meat, are discretionary purchases for consumers. Any reduction in consumer discretionary spending or disposable income may affect the crab meat industry significantly. Many economic factors outside of our control could affect consumer discretionary spending, including the financial markets, consumer credit availability, prevailing interest rates, energy costs, employment levels, salary levels, and tax rates. Any reduction in discretionary consumer spending could materially adversely affect our business and financial condition.

Our business is affected by the quality and quantity of the salmon that is harvested by TOBC.

We sell our products in a highly competitive market. The ability of TOBC to successfully sell its salmon and the price therefor, is highly dependent on the quality of the salmon. A number of factors can negatively affect the quality of the salmon sold, including the quality of the broodstock, water conditions in the farm, the food and additives consumed by the fish, population levels in the tanks, and the amount of time that it takes to bring a fish to harvest, including transportation and processing. Optimal growing conditions cannot always be assured. Although fish grown in RAS production systems are not subject to the disease and parasite issues that can affect salmon grown in ocean pens, there is the potential for organisms that are ubiquitous to freshwater environments to become pathogenic if the fish are subjected to stressful conditions or there is an issue with biomass management.

High standards for the quality of the product are maintained and if we determine that a harvest has not met such standards, we may be required to reduce inventory and write down the value of the harvest to reflect net realizable value. Sub-optimal conditions could lead to smaller harvests and or lower quality fish. Conversely, if we experience better than expected growth rates, we may not be able to process and bring our fish to market in a timely manner, which may result in overcrowding that can cause negative health impacts and/or require culling our fish population.

Furthermore, if our salmon is perceived by the market to be of lower quality than other available sources of salmon or other fish, we may experience reduced demand for our product and may not be able to sell our products at the prices that we expect or at all.

As we continue to expand our operations and build new farms, we potentially may face additional challenges with maintaining the quality of our products. We cannot guarantee that we will not face quality issues in the future, any of which could cause damage to our reputation, and a loss of consumer confidence in our products, which could have a material adverse effect on our business results and the value of our brands.

A shutdown, damage to any of our farms, or lack of availability of power, fuel, oxygen, eggs, water, or other key components needed for our operations, could result in our prematurely harvesting fish, a loss of a material percentage of our fish in production, a delay in our commercialization plans, and a material adverse effect on our operations, business results, reputation, and the value of our brands.

An interruption in the power, fuel, oxygen supply, water quality systems, or other critical infrastructure of an aquaculture facility for more than a short period of time could lead to the loss of a large number of fish. A shutdown of or damage to our farm due to natural disaster, shortages of key components to our operations due to a pandemic, reduction in water supply, contamination of our aquifers, interruption in services, or human interference could require us to prematurely harvest some or all of the fish or could result in a loss of our fish in production.

We also are dependent on egg availability. If we had a disruption in our ability to purchase eggs, we would not be able to continue to stock our farm. We cannot guarantee that any disruptions might not occur in the future, any of which could cause loss of salmon to sell, damage to our reputation, loss of consumer confidence in our products and company, and lost revenues, all of which could have a material adverse effect on our business results.

The successful development of our TOBC business depends on TOBC’s ability to efficiently and cost-effectively produce and sell salmon at large commercial scale.

Our business plans depend on our ability to increase our production capacity through the development of larger farms. We have limited experience constructing, ramping up, and managing such large, commercial-scale facilities, and we may not have anticipated all of the factors or costs that could affect our production, harvest, sale, and delivery of salmon at such a scale. Our salmon may not perform as expected when raised at very large commercial scale, we may encounter operational challenges, control deficiencies may surface, our vendors may experience capacity constraints, or our production cost and timeline projections may prove to be inaccurate. Any of these could decrease process efficiency, create delays, and increase our costs. We are also subject to volatility in market demand and prices, such as the disruption of the salmon market including reduction in market prices for salmon.

In addition, competitive pressures, customer volatility and the possible inability to secure established and ongoing customer partnerships and contracts, may result in a lack of buyers for our fish. Customers of our fish may not wish to follow our terms and conditions of sale, potentially resulting in a violation of labeling or disclosure laws, improper food handling, nonpayment for product, and similar issues. The competitive landscape for salmon may create challenges in securing competitive pricing for our salmon to reach our competitive goals. In addition, it is possible that we may not be able to service our customers to meet their expectations regarding fish quality, ongoing harvest supply availability, order processing fill rate, on time or correct deliveries, potential issues with third party processors, and other factors, which could impact our relationships with customers, our reputation, and our business results.

Risks Related to Our Reliance on Third Parties

We are dependent on third parties for our operations and our business may be affected by supply chain interruptions and delays.

Our business is dependent upon our relationships with vendors in Southeast Asia and Latin America for co-packing, processing and shipping product to us. If for any reason these companies became unable or unwilling to continue to provide services to us, this would likely lead to a temporary interruption in our ability to import our products until we found another entity that could provide these services. Moreover, if supply chain delays occur, our product will arrive late which will adversely impact our revenue. Failure to find a suitable replacement, even on a temporary basis, would have an adverse effect on our results of operations.

We do not have long-term agreements with many of our customers and suppliers.

Many of our customers and suppliers operate through purchase orders. Though we have long-term business relationships with many of our customers and suppliers and alternative sources of supply for key items, we do not have long-term agreements with such customers and suppliers and cannot be sure that any of these customers or suppliers will continue to do business with us on the same basis or on terms that are favorable to us. The termination or modification of any of these relationships may adversely affect our business, financial performance and results of operations.

Risks Related to Our Financial Condition and Capital Requirements

Our independent registered public accounting firm has included an explanatory paragraph relating to our ability to continue as a going concern in its report on our audited financial statements.

The report from our independent registered public accounting firm for the year ended December 31, ~~2022~~2023 includes an explanatory paragraph stating that the Company has suffered recurring losses from operations and has a net capital deficiency that raises substantial doubt about its ability to continue as a going concern. The Company’s ability to continue as a going concern is dependent on its ability to increase revenues, execute on its business plan to acquire complimentary companies, raise capital and continue to sustain adequate working capital to finance its operations. If we are unable to do so, our financial condition and results of operations will be materially and adversely affected and we may be unable to continue as a going concern.

We face risks related to the current global economic environment which could harm our business, financial condition and results of operations.

The state of the global economy continues to be uncertain. The current global economic conditions and uncertain credit markets, concerns regarding the availability of credit pose a risk that could impact our international relationships, as well as our ability to manage normal commercial relationships with our customers, suppliers and creditors, including financial institutions. Global trade issues and the impositions of tariffs could also have an adverse effect on our international business activities. If the current global economic environment deteriorates, our business could be negatively affected.

We may need to raise additional capital to fund our existing commercial operations and develop and commercialize new products and expand our operations.

Based on our current business plan, we believe the net proceeds from our underwritten offering, together with our current cash and cash equivalents and cash receipts from sales will enable us to conduct our planned operations for at least the next 12 months. If our available cash balances, net proceeds from the offering and anticipated cash flow from operations are insufficient to satisfy our liquidity requirements including because of lower demand for our products or due to other risks described herein, we may seek to sell Common Stock or preferred stock or convertible debt securities, enter into an additional credit facility or another form of third-party funding or seek other debt financing.

We may consider raising additional capital in the future to expand our business, to pursue strategic investments, to take advantage of financing opportunities or for other reasons, including to:

	●	increase our sales and marketing efforts and address competitive developments;

	●	provide for supply and inventory costs;

	●	fund development and marketing efforts of any future products or additional features to then-current products;

	●	acquire, license or invest in new technologies;

	●	acquire or invest in complementary businesses or assets; and

	●	finance capital expenditures and general and administrative expenses

Our present and future funding requirements will depend on many factors, including:

	●	our ability to achieve revenue growth and improve gross margins;

	●	the cost of expanding our operations and offerings, including our sales and marketing efforts;

	●	the effect of competing market developments; and

	●	costs related to international expansion.

The various ways we could raise additional capital carry potential risks. If we raise funds by issuing equity securities, dilution to our stockholders could result. Any equity securities issued also could provide for rights, preferences or privileges senior to those of holders of our Common Stock. If we raise funds by issuing debt securities, those debt securities would have rights, preferences and privileges senior to those of holders of our Common Stock. The terms of debt securities issued or borrowings pursuant to a credit agreement could impose significant restrictions on our operations. If we raise funds through collaborations and licensing arrangements, we might be required to relinquish significant rights or grant licenses on terms that are not favorable to us.

We incur significant costs as a result of operating as a public company and our management devotes substantial time to public company compliance.

As a public company, we incur significant legal, accounting and other expenses due to our compliance with regulations and disclosure obligations applicable to us, including compliance with the Sarbanes-Oxley Act of 2002, as amended (the “Sarbanes-Oxley Act”), and the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) as well as rules implemented by the SEC. Stockholder activism, the current political environment and the current high level of government intervention and regulatory reform may lead to substantial new regulations and disclosure obligations, which may lead to additional compliance costs and impact, in ways we cannot currently anticipate, the manner in which we operate our business. Our management and other personnel devote a substantial amount of time to monitoring of and compliance with, public company reporting obligations. These rules and regulations cause us to incur significant legal and financial compliance costs and make some activities more time consuming and costly.

To comply with the requirements of being a public company, we may need to undertake various actions, including implementing internal controls and procedures. The Sarbanes-Oxley Act requires that we maintain effective disclosure controls and procedures and internal control over financial reporting. We are continuing to develop and refine our disclosure controls and other procedures that are designed to ensure that information required to be disclosed by us in the reports that we file with the SEC is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and that information required to be disclosed in reports under the Securities Exchange Act of 1934 is accumulated and communicated to our principal executive and financial officers. Any failure to develop or maintain effective controls could harm our operating results, cause us to fail to meet our reporting obligations or result in a restatement of prior period financial statements. In the event that we are not able to demonstrate compliance with the Sarbanes-Oxley Act, that our internal control over financial reporting is perceived as inadequate or that we are unable to produce timely or accurate financial statements, investors may lose confidence in our operating results and the price of our Common Stock could decline. In addition, if we are unable to continue to meet these requirements, our Common Stock may not be able to continue to meet the eligibility requirements for the NASDAQ Stock Market.

Our independent registered public accounting firm will not be required to formally attest to the effectiveness of our internal control over financial reporting until the later of our second annual report or the first annual report required to be filed with the SEC following the date we are no longer an “emerging growth company” as defined in the JOBS Act depending on whether we choose to rely on certain exemptions set forth in the JOBS Act. If we are unable to assert that our internal control over financial reporting is effective, or if our independent registered public accounting firm is unable to express an opinion on the effectiveness of our internal control over financial reporting, we could lose investor confidence in the accuracy and completeness of our financial reports, which could harm our business.

Risks Related to Administrative, Organizational and Commercial Operations and Growth

We may be unable to manage our future growth effectively, which could make it difficult to execute our business strategy.

We anticipate growth in our business operations. This future growth could create a strain on our organizational, administrative and operational infrastructure, including manufacturing operations, quality control, technical support and customer service, sales force management and general and financial administration. Our ability to manage our growth properly will require us to continue to improve our operational, financial and management controls, as well as our reporting systems and procedures. If we are unable to manage our growth effectively, we may be unable to execute our business plan, which could have a material adverse effect on our business and our results of operations.

If we are unable to support demand for our current and our future products, including ensuring that we have adequate resources to meet increased demand and mitigate any supply chain delays our business could be harmed.

As our commercial operations and sales volume grow, we will need to continue to increase our workflow capacity for processing, customer service, billing and general process improvements and expand our internal quality assurance program, and mitigate any supply chain delays we could have with our vendors, among other things. We may also need to purchase additional equipment and increase our manufacturing, maintenance, software and computing capacity to meet increased demand. We cannot assure you that any of these increases in scale, expansion of personnel, purchase of equipment or process enhancements will be successfully implemented.

The loss of our Executive Chairman and Chief Executive Officer or our inability to attract and retain highly skilled officers and key personnel could negatively impact our business.

Our success depends on the skills, experience and performance of John Keeler, our Executive Chairman and Chief Executive Officer. The individual and collective efforts of such individual will be important as we continue to develop and expand our commercial activities. The loss or incapacity of Mr. Keeler could negatively impact our operations if we experience difficulties in hiring qualified successors. Qualified employees periodically are in great demand and may be unavailable in the time frame required to satisfy our customers’ requirements. Expansion of our business could require us to employ additional personnel. There can be no assurance that we will be able to attract and retain sufficient numbers of skilled employees in the future. The loss of personnel or our inability to hire or retain sufficient personnel at competitive rates could impair the growth of our business.

If we were sued for product liability or professional liability, we could face substantial liabilities that exceed our resources.

The marketing and sale of our products could lead to the filing of product liability claims alleging that our product made users ill. A product liability claim could result in substantial damages and be costly and time-consuming for us to defend.

We maintain product liability insurance, but this insurance may not fully protect us from the financial impact of defending against product liability claims. Any product liability claim brought against us, with or without merit, could increase our insurance rates or prevent us from securing insurance coverage in the future. Additionally, any product liability lawsuit could lead to regulatory investigations, product recalls or withdrawals, damage our reputation or cause current vendors, suppliers and customers to terminate existing agreements and potential customers and partners to seek other suppliers, any of which could negatively impact our results of operations.

We face risks associated with our international business.

Our international business operations are subject to a variety of risks, including:

● difficulties with managing foreign and geographically dispersed operations; ● having to comply with various U.S. and international laws, including export control laws and the FCPA, and anti-money laundering laws; ● changes in uncertainties relating to foreign rules and regulations; ● tariffs, export or import restrictions, restrictions on remittances abroad, imposition of duties or taxes that limit our ability to import product; ● limitations on our ability to enter into cost-effective arrangements with distributors, or at all; ● fluctuations in foreign currency exchange rates; ● imposition of limitations on production, sale or export in foreign countries; ● imposition of limitations on or increase of withholding and other taxes on remittances and other payments by foreign processors or joint ventures; ● imposition of differing labor laws and standards; ● economic, political or social instability in foreign countries and regions; ● an inability, or reduced ability, to protect our intellectual property, including any effect of compulsory licensing imposed by government action; ● availability of government subsidies or other incentives that benefit competitors in their local markets that are not available to us; ● difficulties in recruiting and retaining personnel, and managing international operations; ● less developed infrastructure; and impositions on operations as a result of the COVID-19 pandemic.

	●	changes in uncertainties relating to foreign rules and regulations;

	●	tariffs, export or import restrictions, restrictions on remittances abroad, imposition of duties or taxes that limit our ability to import product;

	●	limitations on our ability to enter into cost-effective arrangements with distributors, or at all;

	●	fluctuations in foreign currency exchange rates;

	●	imposition of limitations on production, sale or export in foreign countries;

	●	imposition of limitations on or increase of withholding and other taxes on remittances and other payments by foreign processors or joint ventures;

	●	imposition of differing labor laws and standards;

	●	economic, political or social instability in foreign countries and regions;

	●	an inability, or reduced ability, to protect our intellectual property, including any effect of compulsory licensing imposed by government action;

	●	availability of government subsidies or other incentives that benefit competitors in their local markets that are not available to us;

	●	difficulties in recruiting and retaining personnel, and managing international operations;

	●	less developed infrastructure; and impositions on operations as a result of the COVID-19 pandemic.

If we expand into other target markets, we cannot assure you that our expansion plans will be realized, or if realized, be successful. We expect each market to have particular regulatory and funding hurdles to overcome and future developments in these markets, including the uncertainty relating to governmental policies and regulations, could harm our business. If we expend significant time and resources on expansion plans that fail or are delayed, our reputation, business and financial condition may be harmed.

Our results may be impacted by changes in foreign currency exchange rates.

Currently, the majority of our international sales contracts are denominated in U.S. dollars. We pay certain of our suppliers in a foreign currency and we may pay others in the future in foreign currency. As a result, an increase in the value of the U.S. dollar relative to foreign currencies could require us to reduce our selling price or risk making our product less competitive in international markets or our costs could increase. Also, if our international sales increase, we may enter into a greater number of transactions denominated in non-U.S. dollars, which could expose us to foreign currency risks, including changes in currency exchange rates.

A larger portion of our revenues may be denominated in other foreign currencies if we expand our international operations. Conducting business in currencies other than U.S. dollars subjects us to fluctuations in currency exchange rates that could have a negative impact on our operating results. Fluctuations in the value of the U.S. dollar relative to other currencies impact our revenues, cost of revenues and operating margins and result in foreign currency translation gains and losses.

We could be negatively impacted by violations of applicable anti-corruption laws or violations of our internal policies designed to ensure ethical business practices.

We operate in a number of countries throughout the world, including in countries that do not have as strong a commitment to anti-corruption and ethical behavior that is required by U.S. laws or by corporate policies. We are subject to the risk that we, our U.S. employees or our employees located in other jurisdictions or any third parties that we engage to do work on our behalf in foreign countries may take action determined to be in violation of anti-corruption laws in any jurisdiction in which we conduct business. Any violation of anti-corruption laws or regulations could result in substantial fines, sanctions, civil and/or criminal penalties and curtailment of operations in certain jurisdictions and might harm our business, financial condition or results of operations. Further, detecting, investigating and resolving actual or alleged violations is expensive and can consume significant time and attention of our senior management.

We depend on our information technology systems, and any failure of these systems could harm our business.

We depend on information technology and telecommunications systems for significant elements of our operations. We have developed propriety software for the management and operation of our business. We have installed and expect to expand a number of enterprise software systems that affect a broad range of business processes and functional areas, including for example, systems handling human resources, financial controls and reporting, contract management, regulatory compliance and other infrastructure operations.

Information technology and telecommunications systems are vulnerable to damage from a variety of sources, including telecommunications or network failures, malicious human acts and natural disasters. Moreover, despite network security and back-up measures, some of our servers are potentially vulnerable to physical or electronic break-ins, computer viruses and similar disruptive problems. Despite the precautionary measures we have taken to prevent unanticipated problems that could affect our information technology and telecommunications systems, failures or significant downtime of our information technology or telecommunications systems or those used by our third-party service providers could prevent us from providing support services and product to our customers and managing the administrative aspects of our business. Any disruption or loss of information technology or telecommunications systems on which critical aspects of our operations depend could harm our business.

Our operations are vulnerable to interruption or loss due to natural or other disasters, power loss, strikes and other events beyond our control.

We conduct a significant portion of our activities, including administration and data processing, at facilities located in Southern Florida that have experienced major hurricanes and floods which could affect our facilities, significantly disrupt our operations, and delay or prevent product shipment during the time required to repair, rebuild or replace damaged processing facilities. Our suppliers in Southeast Asia and Latin America are also vulnerable to natural disasters which could disrupt their operations and their ability to supply product to us. If any of our customers’ facilities are negatively impacted by a disaster, product shipments could be delayed. Additionally, customers may delay purchases of products until operations return to normal. Even if we and/or our suppliers are able to quickly respond to a disaster, the ongoing effects of the disaster could create some uncertainty in the operations of our business. In addition, our facilities may be subject to a shortage of available electrical power and other energy supplies. Any shortages may increase our costs for power and energy supplies or could result in blackouts, which could disrupt the operations of our affected facilities and harm our business.

Risks Related to Intellectual Property

Our intellectual property rights are valuable, and any inability to adequately protect, or uncertainty regarding validity, enforceability or scope of them could undermine our competitive position and reduce the value of our products, services and brand, and litigation to protect our intellectual property rights may be costly.

We attempt to strengthen and differentiate our product portfolio by developing new and innovative products and product improvements. As a result, our patents, trademarks, trade secrets, copyrights and other intellectual property rights are important assets to us. Various events outside of our control pose a threat to our intellectual property rights as well as to our products and services. For example, effective intellectual property protection may not be available in countries in which our products are sold. Also, although we have registered our trademark in various jurisdictions, our efforts to protect our proprietary rights may not be sufficient or effective. Any significant impairment of our intellectual property rights could harm our business or our ability to compete. Litigation might be necessary to protect our intellectual property rights and any such litigation may be costly and may divert our management’s attention from our core business. An adverse determination in any lawsuit involving our intellectual property is likely to jeopardize our business prospects and reputation. Although we are not aware of any of such litigation, we have no insurance coverage against litigation costs, and we would be forced to bear all litigation costs if we cannot recover them from other parties. All foregoing factors could harm our business, financial condition, and results of operations. Any unauthorized use of our intellectual property could harm our operating results.

We may be exposed to infringement or misappropriation claims by third parties, which, if determined against us, could adversely affect our business and subject us to significant liability to third parties.

Our success mainly depends on our ability to use and develop our technology and product designs without infringing upon the intellectual property rights of third parties. We may be subject to litigation involving claims of patent infringement or violations of other intellectual property rights of third parties. Holders of patents and other intellectual property rights potentially relevant to our product offerings may be unknown to us, which may make it difficult for us to acquire a license on commercially acceptable terms. There may also be technologies licensed to us and that we rely upon that are subject to infringement or other corresponding allegations or claims by third parties which may damage our ability to rely on such technologies. In addition, although we endeavor to ensure that companies that work with us possess appropriate intellectual property rights or licenses, we cannot fully avoid the risks of intellectual property rights infringement created by suppliers of components used in our products or by companies we work with in cooperative research and development activities. Our current or potential competitors may obtain patents that will prevent, limit or interfere with our ability to make, use or sell our products. The defense of intellectual property claims, including patent infringement suits, and related legal and administrative proceedings can be both costly and time consuming, and may significantly divert the efforts and resources of our technical personnel and management. These factors could effectively prevent us from pursuing some or all of our business operations and result in our customers or potential customers deferring, canceling or limiting their purchase or use of our products, which may have a material adverse effect on our business, financial condition and results of operations.

Our commercial success will depend in part on our success in obtaining and maintaining issued patents and other intellectual property rights in the United States and elsewhere. If we do not adequately protect our intellectual property, competitors may be able to use our processes and erode or negate any competitive advantage we may have, which could harm our business.

We cannot provide any assurances that any of our patents have, or that any of our pending patent applications that mature into issued patents will include, claims with a scope sufficient to protect our products, any additional features we develop or any new products. Patents, if issued, may be challenged, deemed unenforceable, invalidated or circumvented.

Furthermore, though an issued patent is presumed valid and enforceable, its issuance is not conclusive as to its validity or its enforceability and it may not provide us with adequate proprietary protection or competitive advantages against competitors with similar products. Competitors may also be able to design around our patents. Other parties may develop and obtain patent protection for more effective technologies, designs or methods. We may not be able to prevent the unauthorized disclosure or use of our knowledge or trade secrets by consultants, suppliers, vendors, former employees and current employees. The laws of some foreign countries do not protect our proprietary rights to the same extent as the laws of the United States, and we may encounter significant problems in protecting our proprietary rights in these countries. If any of these developments were to occur, they each could have a negative impact on our sales.

If we are unable to protect the confidentiality of our trade secrets, our business and competitive position could be harmed.

We rely upon copyright and trade secret protection, as well as non-disclosure agreements and invention assignment agreements with our employees, consultants and third parties, to protect our confidential and proprietary information. In addition to contractual measures, we try to protect the confidential nature of our proprietary information using physical and technological security measures. Such measures may not, for example, in the case of misappropriation of a trade secret by an employee or third party with authorized access, provide adequate protection for our proprietary information. Our security measures may not prevent an employee or consultant from misappropriating our trade secrets and providing them to a competitor, and recourse we take against such misconduct may not provide an adequate remedy to protect our interests fully. Enforcing a claim that a party illegally disclosed or misappropriated a trade secret can be difficult, expensive and time-consuming, and the outcome is unpredictable. In addition, trade secrets may be independently developed by others in a manner that could prevent legal recourse by us. If any of our confidential or proprietary information, such as our trade secrets, were to be disclosed or misappropriated, or if any such information was independently developed by a competitor, our competitive position could be harmed.

We may not be able to enforce our intellectual property rights throughout the world.

The laws of some foreign countries do not protect intellectual property rights to the same extent as the laws of the United States. Many companies have encountered significant problems in protecting and defending intellectual property rights in certain foreign jurisdictions. This could make it difficult for us to stop the infringement or the misappropriation of our intellectual property rights. Many foreign countries have compulsory licensing laws under which a patent owner must grant licenses to third parties. In addition, many countries limit the enforceability of patents against third parties, including government agencies or government contractors. In these countries, patents may provide limited or no benefit. Patent protection must ultimately be sought on a country-by-country basis, which is an expensive and time-consuming process with uncertain outcomes. Accordingly, we may choose not to seek patent protection in certain countries, and we will not have the benefit of patent protection in such countries.

Proceedings to enforce our patent rights in foreign jurisdictions could result in substantial costs and divert our efforts from other aspects of our business. Accordingly, our efforts to protect our intellectual property rights in such countries may be inadequate. In addition, changes in the law and legal decisions by courts in the United States and foreign countries may affect our ability to obtain adequate protection for our technology and the enforcement of intellectual property.

Third parties may assert that our employees or consultants have wrongfully used or disclosed confidential information or misappropriated trade secrets.

Although we try to ensure that our employees and consultants do not use the proprietary information or know-how of others in their work for us, we may be subject to claims that we or our employees, consultants or independent contractors have inadvertently or otherwise used or disclosed intellectual property, including trade secrets or other proprietary information, of a former employer or other third parties. Litigation may be necessary to defend against these claims. If we fail in defending any such claims, in addition to paying monetary damages, we may lose valuable intellectual property rights or personnel. Even if we are successful in defending against such claims, litigation could result in substantial costs and be a distraction to management and other employees.

Risks Related to Regulatory Matters

Our products and operations are subject to government regulation and oversight both in the United States and abroad, and our failure to comply with applicable requirements could harm our business.

The FDA and other government agencies regulate, among other things, with respect to our products and operations:

	●	design, development and manufacturing;

	●	testing, labeling, content and language of instructions for use and storage;

	●	product safety;

	●	marketing, sales and distribution;

	●	record keeping procedures;

	●	advertising and promotion;

	●	recalls and corrective actions; and

	●	product import and export.

The regulations to which we are subject are complex and have tended to become more stringent over time. Regulatory changes could result in restrictions on our ability to carry on or expand our operations, higher than anticipated costs or lower than anticipated sales.

The failure to comply with applicable regulations could jeopardize our ability to sell our products and result in enforcement actions such as:

	●	warning letters;

	●	fines;

	●	injunctions;

	●	civil penalties;

	●	termination of distribution;

	●	recalls or seizures of products;

	●	delays in the introduction of products into the market; and

	●	total or partial suspension of production.

We may also be required to take corrective actions, such as installing additional equipment or taking other actions, each of which could require us to make substantial capital expenditures. We could also be required to indemnify our employees in connection with any expenses or liabilities that they may incur individually in connection with regulatory action against them. As a result, our future business prospects could deteriorate due to regulatory constraints, and our profitability could be impaired by our obligation to provide such indemnification to our employees.

Any of these sanctions could result in higher than anticipated costs or lower than anticipated sales and harm our reputation, business, financial condition and results of operations.

Product liability claims could divert management’s attention from our business, be expensive to defend and result in sizeable damage awards against us that may not be covered by insurance.

Risks Relating to Our Common Stock

The price of our Common Stock may be volatile and may be influenced by numerous factors, some of which are beyond our control.

Factors that could cause volatility in the market price of our Common Stock include:

● actual or anticipated fluctuations in our financial condition and operating results; ● actual or anticipated changes in our growth rate relative to our competitors; ● commercial success and market acceptance of our products; ● success of our competitors in commercializing products; ● strategic transactions undertaken by us; ● additions or departures of key personnel; ● product liability claims; ● prevailing economic conditions; ● disputes concerning our intellectual property or other proprietary rights; ● U.S. or foreign regulatory actions affecting us or our industry; ● sales of our Common Stock by our officers, directors or significant stockholders; ● future sales or issuances of equity or debt securities by us; ● business disruptions caused by natural disasters; and ● issuance of new or changed securities analysts’ reports or recommendations regarding us.

In addition, the stock markets in general have experienced extreme volatility that have been often unrelated to the operating performance of the issuer. These broad market fluctuations may negatively impact the price or liquidity of our Common Stock. In the past, when the price of a stock has been volatile, holders of that stock have sometimes instituted securities class action litigation against the issuer. If any of our stockholders were to bring such a lawsuit against us, we could incur substantial costs defending the lawsuit and the attention of our management would be diverted from the operation of our business.

~~We are~~● anproduct ~~“emerging~~liability ~~growth~~claims; ~~company”~~● ~~and~~prevailing weeconomic ~~cannot~~conditions; be● ~~certain~~disputes ifconcerning ~~the~~our ~~reduced~~intellectual ~~disclosure~~property ~~requirements~~or ~~applicable~~other toproprietary ~~emerging~~rights; ~~growth companies~~● ~~will~~U.S. ~~make~~or foreign regulatory actions affecting us or our industry; ● sales of our Common Stock ~~less~~by ~~attractive~~our toofficers, ~~investors~~directors or significant stockholders; ● future sales or issuances of equity or debt securities by us; ● business disruptions caused by natural disasters; and ● issuance of new or changed securities analysts’ reports or recommendations regarding us.

WeIn ~~are an “emerging growth company~~addition,” ~~as defined in~~ the ~~JOBS~~stock ~~Act,~~markets ~~and~~in ~~may~~general ~~take~~have ~~advantage~~experienced ofextreme ~~certain~~volatility ~~exemptions~~that ~~from~~have ~~various~~been ~~reporting requirements~~often ~~that~~unrelated ~~are applicable~~ to ~~other~~the ~~public~~operating ~~companies~~performance of ~~that~~the ~~are~~issuer. ~~not~~These ~~“emerging~~broad ~~growth~~market ~~companies,”~~fluctuations ~~including~~may ~~not~~negatively ~~being required~~impact ~~to comply with~~ the ~~auditor~~price ~~attestation~~or ~~requirements~~liquidity of ~~Section~~our ~~404~~Common ofStock. In the ~~Sarbanes-Oxley Act~~past, ~~reduced~~when ~~disclosure obligations~~the ~~regarding~~price ~~executive~~of ~~compensation~~a instock ~~our~~has ~~periodic~~been ~~reports~~volatile, ~~and~~holders ~~proxy statements and exemptions from the requirements~~ of ~~holding~~that astock ~~nonbinding advisory~~have ~~vote~~sometimes oninstituted ~~executive~~securities ~~compensation~~class ~~and~~action ~~stockholder~~litigation ~~approval~~against ofthe ~~any golden parachute payments not previously approved~~issuer. If Weany ~~cannot predict~~of ifour ~~investors~~stockholders ~~will~~were ~~find~~to ~~our~~bring ~~Common~~such ~~Stock~~a ~~less~~lawsuit ~~attractive~~against ~~because~~us, we ~~may~~could ~~rely~~incur onsubstantial ~~these~~costs ~~exemptions.~~defending Ifthe ~~some~~lawsuit ~~investors~~and ~~find~~the ~~our Common~~attention ~~Stock~~of ~~less~~our ~~attractive~~management aswould ~~a result, there may~~ be adiverted ~~less~~from ~~active~~the ~~trading~~operation ~~market~~of ~~for~~ our ~~Common Stock and our stock price may be more volatile~~business.

In addition, Section 102 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act of 1933, as amended, or the Securities Act, for complying with new or revised accounting standards. An “emerging growth company” can therefore delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of the benefits of this extended transition period. Our financial statements may therefore not be comparable to those of companies that comply with such new or revised accounting standards.

You may experience dilution of your ownership interests because of the future issuance of additional shares of our Common Stock or preferred stock or other securities that are convertible into or exercisable for our Common Stock or preferred stock.

If our existing stockholders exercise warrants or sell, or indicate an intention to sell, substantial amounts of our Common Stock in the public market, the price of our Common Stock could decline. The perception in the market that these sales may occur could also cause the price of our Common Stock to decline.

In the future, we may issue authorized but previously unissued equity securities, resulting in the dilution of the ownership interests of the then current stockholders. We are authorized to issue an aggregate of 100,000,000 shares of Common Stock and 5,000,000 shares of “blank check” preferred stock. We may issue additional shares of our Common Stock or other securities that are convertible into or exercisable for our common stock in connection with hiring or retaining employees, future acquisitions, future sales of our securities for capital raising purposes, or for other business purposes. The future issuance of any such additional shares of our Common Stock may create downward pressure on the trading price of the Common Stock. We may need to raise additional capital in the near future to meet our working capital needs, and there can be no assurance that we will not be required to issue additional shares, warrants or other convertible securities in the future in conjunction with the capital raising efforts, including at a price (or exercise prices) below the price you paid for your stock.

Management may have broad discretion as to the use of the proceeds from offerings of its securities and may not use the proceeds effectively.

Because the Company may not designate the amount of net proceeds from offerings to be used for any particular purpose, management may have broad discretion as to the application of the net proceeds and could use them for purposes other than those contemplated at the time of such offering. Management may use net proceeds for corporate purposes that may not improve the Company’s financial condition or market value.

If we fail to comply with the Nasdaq Capital Market listing requirements, we will be subject to potential delisting from the Nasdaq Capital Market.

Our Common Stock has been approved for listing on NASDAQ under the symbol “BSFC.” However, if we fail to comply with NASDAQ’s rules for continued listing, including, without limitation, minimum market capitalization and other requirements, NASDAQ may take steps to delist our shares. Failure to maintain our listing, or de-listing from NASDAQ, would make it more difficult for shareholders to sell our Common Stock and more difficult to obtain accurate price quotations on our Common Stock. This could have an adverse effect on the price of our Common Stock. Our ability to issue additional securities for financing or other purposes, or otherwise to arrange for any financing we may need in the future, may also be materially and adversely affected if our Common Stock is not traded on a national securities exchange. Additionally, our loan or other agreements, may contain covenants to maintain the listing of our Common Stock on NASDAQ. Accordingly, failure to maintain such listing may constitute a default under such agreements.

23We are subject to a Discretionary Panel Monitor until June 11, 2025 as it pertains to the minimum bid price requirement and failure to maintain compliance with this standard could result in delisting and adversely affect the market price and liquidity of our Common Stock.

We are not in compliance with The Nasdaq Capital Market $1.00 minimum bid price requirement and failure to maintain compliance with this standard could result in delisting and adversely affect the market price and liquidity of our Common Stock.

Our Common Stock is currently traded on the Nasdaq Capital Market under the symbol “BSFC.” If we fail to meet any of the continued listing standards of NASDAQ, our Common Stock will be delisted. These continued listing standards include specifically enumerated criteria, such as a $1.00 minimum closing bid price.

On September 26, 2023, we received a letter from ~~NASDAQ advising that~~ the ~~Company~~Listing ~~did~~Qualifications ~~not~~Department ~~meet~~of ~~the~~The ~~minimum $1.00 per share bid price requirement for continued inclusion on~~ NASDAQ ~~pursuant~~Stock toMarket ~~NASDAQ~~LLC ~~Marketplace Listing Rule 5550~~(a“NASDAQ”)~~(2). We initially have a period of 180 calendar~~ ~~days,~~notifying orthe ~~until~~Company ~~March 24~~that, ~~2024,~~based toupon ~~regain compliance. If at any time before March 24, 2024,~~ the closing bid price of ~~our~~the ~~Common~~Company’s ~~Stock closes~~common atstock ~~or above $1.00 per share~~ for athe ~~minimum~~last of30 ~~ten~~ consecutive business days, ~~NASDAQ will provide written notification that~~ the Company ~~has~~was ~~achieved~~not in compliance with the ~~minimum bid~~ requirement. Ifto wemaintain doa ~~not regain compliance with the~~ minimum bid ~~requirement~~price ~~during the~~of ~~initial~~$1.00 ~~180~~per ~~calendar~~share ~~day period, the Company may be eligible~~ for ~~an additional 180 calendar day compliance period. To qualify, the Company would be required to meet the~~ continued listing ~~requirement for market value of publicly held shares and all other initial listing~~ ~~standards~~on ~~for~~The ~~the~~NASDAQ ~~Nasdaq~~ Capital Market, ~~with~~as ~~the~~set ~~exception~~forth ofin ~~the~~NASDAQ ~~minimum~~Listing ~~bid~~Rule ~~requirement,~~5550(a)(2) ~~and would need to provide written notice of our intention to cure~~ (the ~~deficiency~~“Minimum ~~during~~Bid ~~the second compliance period, by effecting a reverse stock split, if necessary~~Requirement”).

InWe ~~order~~were toprovided ~~satisfy~~a ~~this~~compliance ~~requirement,~~period ~~the~~of ~~Company~~180 ~~intends~~calendar todays, ~~continue~~or ~~actively~~until ~~monitoring the bid price for its Common Stock between now and~~ March 2425, 2024, ~~and will consider available options~~ to ~~resolve the deficiency and~~ regain compliance with ~~the~~NASDAQ ~~minimum~~Listing ~~bid~~Rule ~~price requirement,~~5550(a)(2). ~~including~~If ~~seeking~~at ~~approval~~any ~~from~~time ~~stockholders~~before ofMarch an25, ~~amendment~~2024, to the ~~Company’s~~closing ~~Amended~~bid ~~and~~price ~~Restated Certificate~~ of ~~Incorporation to~~our ~~effect~~common ~~a reverse~~ stock ~~split~~closed ofat ~~its~~or ~~Common~~above ~~Stock~~$1.00 ~~While~~per weshare ~~intend~~for toa ~~regain compliance with the~~ minimum ~~bid~~of ~~price rule, there can~~ten beconsecutive nobusiness ~~assurance that we will be able to do so~~days, byNASDAQ ~~approval~~would ofprovide awritten ~~reverse~~notification ~~stock~~that ~~split~~the orCompany ~~otherwise~~has orachieved ~~to maintain continued~~ compliance with ~~this~~the ~~rule~~Minimum orBid Requirement and the ~~other~~matter ~~listing~~would ~~requirements~~be ~~of NASDAQ~~resolved. IfOn weMarch ~~are~~26, ~~unable to meet these requirements~~2024, we ~~would~~received ~~receive~~a ~~another~~letter ~~delisting notice~~ from NASDAQ ~~for~~stating ~~failure to comply with one or more of~~ the ~~continued~~Company ~~listing~~had ~~requirements.~~not Ifregained ~~our Common Stock were to be delisted~~compliance ~~from~~with ~~NASDAQ, trading of our Common Stock most likely will be conducted in~~ the ~~over-the-counter~~Minimum ~~market~~Bid onRequirement anand ~~electronic~~is ~~bulletin~~not ~~board established~~eligible for ~~unlisted~~a ~~securities~~second ~~such~~180-day asperiod ~~the~~because ~~OTC~~it ~~Markets~~is ornot in ~~the~~compliance ~~“pink~~with ~~sheets.”~~NASDAQ’s $5,000,000 ~~Such~~minimum astockholders’ ~~downgrading~~equity ininitial ~~our~~ listing ~~market may limit our ability to make a market in our Common Stock and may impact purchases or sales of our securities~~requirement.

WeThe ~~are~~Company ~~not~~appealed inthis ~~compliance~~determination ~~with~~to ~~The~~the Nasdaq ~~Capital~~Hearings ~~Market~~Panel ~~$2,500,000~~(the ~~stockholders’~~“Panel”) ~~equity requirement and failure to maintain compliance with this standard could result~~ in ~~delisting~~writing ~~and~~on ~~adversely~~April ~~affect~~1, ~~the market price and liquidity of our Common Stock~~2024.

~~The~~On ~~Company~~April ~~was~~10, ~~notified~~2024, onthe ~~November~~Panel ~~27,~~notified ~~2023~~the byCompany ~~NASDAQ~~ that it nohad ~~longer~~granted ~~complied with~~ the ~~minimum~~request ~~$2,500,000~~of ~~stockholders’ equity~~the ~~required~~Company ~~for~~to ~~continued~~continue its listing on NASDAQ. ~~The~~until May ~~Company~~30, is2024, subject to aon ~~Mandatory~~or ~~Panel~~before ~~Monitor~~April ~~for a period of one year~~1, ~~or until October 16,~~ 2024~~. As such~~, the Company isfiling ~~not~~its ~~eligible~~Form 10-K for athe ~~compliance~~year ~~period.~~ended On December 431, 2023, ~~the~~filing ~~Company requested a new~~its ~~hearing~~Form ~~with~~10-Q for the ~~Hearings~~quarter ~~Panel~~ended ~~(the~~March ~~“Panel”)~~31, ~~which~~2024 ~~was~~by ~~granted~~May 15, 2024, and ~~set~~on ~~for~~or ~~March~~before 28May 30, ~~2023.~~2024, ~~The~~the Company ~~believes~~shall ~~that~~have ~~its~~demonstrated compliance ~~current~~with ~~shareholders~~Listing ~~equity~~Rule ~~figure~~5550(a)(2) ~~meets~~by ~~Nasdaq~~evidencing ~~continued~~a ~~listing~~closing ~~standards~~bid ~~following~~price ~~the recent conversion~~ of ~~certain non-cash liabilities to equity~~$1.00 ~~The~~or ~~hearing~~more ~~request~~per ~~will~~share ~~stay~~for ~~the~~a ~~suspension~~minimum of ~~the~~ten ~~Company’s~~(10) ~~securities~~consecutive trading sessions, and ~~the~~evidence ~~filing~~compliance ofwith ~~the~~all ~~Form~~applicable ~~25-NSE~~criteria ~~pending~~for ~~the Panel’s~~continued ~~decision~~listing.

On June 11, 2024, the Company received a letter from the Panel indicating that the Company demonstrated compliance with the bid price requirement in Listing Rule 5550(a)(2).

The Company will be subject to a Discretionary Panel Monitor for a period of one year, until June 11, 2025. If the Company fails to maintain compliance with any continued listing requirement during the one-year monitoring period, the Company will have an opportunity to request a new hearing with the initial Panel or a newly convened Hearings Panel if the initial Panel is unavailable.

Our Common Stock may be deemed a “penny stock” which may reduce the value of an investment in the stock.

Rule 15g-9 under the Exchange Act establishes the definition of a “penny stock,” for the purposes relevant to us, as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, the rules require: (a) that a broker or dealer approve a person’s account for transactions in penny stocks; and (b) the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased.

In order to approve a person’s account for transactions in penny stocks, the broker or dealer must: (a) obtain financial information and investment experience objectives of the person and (b) make a reasonable determination that the transactions in penny stocks are suitable for that person and the person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.

The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prescribed by the SEC relating to the penny stock market, which, in highlight form: (a) sets forth the basis on which the broker or dealer made the suitability determination; and (b) confirms that the broker or dealer received a signed, written agreement from the investor prior to the transaction. Generally, brokers may be less willing to execute transactions in securities subject to the “penny stock” rules. If our Common Stock is or becomes subject to the “penny stock” rules, it may be more difficult for investors to dispose of our Common Stock and cause a decline in the market value of our Common Stock.

Disclosure also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading and about commissions payable to both the broker or dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks.

The sales practice requirements of the Financial Industry Regulatory Authority’s (“FINRA”) may limit a stockholder’s ability to buy and sell our Common Stock.

FINRA has adopted rules requiring that, in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative or low-priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA has indicated its belief that there is a high probability that speculative or low-priced securities will not be suitable for at least some customers. If these FINRA requirements are applicable to us or our securities, they may make it more difficult for broker-dealers to recommend that at least some of their customers buy our Common Stock, which may limit the ability of our stockholders to buy and sell our Common Stock and could have an adverse effect on the market for and price of our Common Stock.

Our operating results for a particular period may fluctuate significantly or may fall below the expectations of investors or securities analysts, each of which may cause the price of our Common Stock to fluctuate or decline.

We expect our operating results to be subject to fluctuations. Our operating results will be affected by numerous factors, including:

	●	variations in the level of expenses related to future development plans;

	●	fluctuations in value of the underlying commodity;

	●	inability to procure sufficient quantities to meet demand due to the scarcity of the product available from its suppliers;

	●	level of underlying demand for our products and any other products we sell;

	●	any intellectual property infringement lawsuit or opposition, interference or cancellation proceeding in which we may become involved;

	●	regulatory developments affecting us or our competitors; and

	●	the continuing effects of the COVID-19 pandemic.

If our operating results for a particular period fall below the expectations of investors or securities analysts, the price of our Common Stock could decline substantially. Furthermore, any fluctuations in our operating results may, in turn, cause the price of our Common Stock to fluctuate substantially. We believe that comparisons of our financial results from various reporting periods are not necessarily meaningful and should not be relied upon as an indication of our future performance

~~Our~~If ~~executive~~our ~~officers~~operating ~~and~~results ~~directors~~for ~~own~~ a ~~significant~~particular ~~percentage~~period fall below the expectations of investors or securities analysts, the price of our Common Stock ~~and~~could ~~will~~decline besubstantially. ~~able~~Furthermore, toany ~~exercise~~fluctuations ~~significant~~in ~~influence over~~our ~~matters~~operating ~~subject~~results may, in turn, cause the price of our Common Stock to ~~stockholder~~fluctuate ~~approval~~substantially. We believe that comparisons of our financial results from various reporting periods are not necessarily meaningful and should not be relied upon as an indication of our future performance

As of the date of this filing, our executive officers and directors, together with their respective affiliates, owned approximately 6% of our Common Stock, including shares subject to outstanding options that are exercisable within 60 days after such date. Accordingly, these stockholders will be able to exert a significant degree of influence over our affairs and matters requiring stockholder approval, including the election of our board of directors and approval of significant corporate transactions. This concentration of ownership could have the effect of delaying or preventing a change in our control or otherwise discouraging a potential acquirer from attempting to obtain control of us, which in turn could have a material and adverse effect on the fair market value of our Common Stock.

Because we became a reporting company under the Exchange Act by means other than a traditional underwritten initial public offering, we may not be able to attract the attention of research analysts at major brokerage firms.

Because we did not become a reporting company by conducting an underwritten initial public offering of our Common Stock, and because we will not be listed on a national securities exchange, securities analysts of brokerage firms may not provide coverage of our Company. In addition, investment banks may be less likely to agree to underwrite secondary offerings on our behalf than they might if we became a public reporting company by means of an underwritten initial public offering, because they may be less familiar with our Company as a result of more limited coverage by analysts and the media, and because we became public at an early stage in our development. The failure to receive research coverage or support in the market for our shares will have an adverse effect on our ability to develop a liquid market for our Common Stock.

Issuance of stock to fund our operations may dilute your investment and reduce your equity interest.

We may need to raise capital in the future to fund the development of our seafood business. Any equity financing may have significant dilutive effect to stockholders and a material decrease in our stockholders’ equity interest in us. Equity financing, if obtained, could result in substantial dilution to our existing stockholders. At its sole discretion, our board of directors may issue additional securities without seeking stockholder approval, and we do not know when we will need additional capital or, if we do, whether it will be available to us.

Provisions of our charter documents or Delaware law could delay or prevent an acquisition of the Company, even if such an acquisition would be beneficial to our stockholders, which could make it more difficult for you to change management.

Provisions in our certificate of incorporation and our bylaws may discourage, delay or prevent a merger, acquisition or other change in control that stockholders may consider favorable, including transactions in which stockholders might otherwise receive a premium for their shares. In addition, these provisions may frustrate or prevent any attempt by our stockholders to replace or remove our current management by making it more difficult to replace or remove our board of directors.

In addition, Delaware law prohibits a publicly held Delaware corporation from engaging in a business combination with an interested stockholder, generally a person who, together with its affiliates, owns, or within the last three years has owned, 15% or more of our voting stock, for a period of three years after the date of the transaction in which the person became an interested stockholder, unless the business combination is approved in a prescribed manner. Accordingly, Delaware law may discourage, delay or prevent a change in control of the company. Furthermore, our certificate of incorporation will specify that the Court of Chancery of the State of Delaware will be the sole and exclusive forum for most legal actions involving actions brought against us by stockholders. We believe this provision benefits us by providing increased consistency in the application of Delaware law by chancellors particularly experienced in resolving corporate disputes, efficient administration of cases on a more expedited schedule relative to other forums and protection against the burdens of multi-forum litigation. However, the provision may have the effect of discouraging lawsuits against our directors and officers. The enforceability of similar choice of forum provisions in other companies’ certificates of incorporation has been challenged in legal proceedings, and it is possible that, in connection with any applicable action brought against us, a court could find the choice of forum provisions contained in our certificate of incorporation to be inapplicable or unenforceable in such action.

We do not anticipate paying any cash dividends on our common stock in the foreseeable future therefore capital appreciation, if any, of our common stock will be your sole source of gain for the foreseeable future.

We have never declared or paid cash dividends on our Common Stock. We do not anticipate paying any cash dividends on our common stock in the foreseeable future. We currently intend to retain all available funds and any future earnings to fund the development and growth of our business. In addition, our current loan and security agreement with Lighthouse contains, and our future loan arrangements, if any, may contain, terms prohibiting or limiting the amount of dividends that may be declared or paid on our Common Stock. As a result, capital appreciation, if any, of our common stock will be your sole source of gain for the foreseeable future.

Risks Related to this Offering

State securities laws may limit secondary trading, which may restrict the states in which you can sell the shares offered by this Prospectus.

If you purchase shares of our Common Stock sold in this Offering, you may not be able to resell the shares in any state unless and until the shares of our Common Stock are qualified for secondary trading under the applicable securities laws of such state or there is confirmation that an exemption, such as listing in certain recognized securities manuals, is available for secondary trading in such state. There can be no assurance that we will be successful in registering or qualifying our Common Stock for secondary trading, or identifying an available exemption for secondary trading in our Common Stock in every state. If we fail to register or qualify, or to obtain or verify an exemption for the secondary trading of, our Common Stock in any particular state, our Common Stock could not be offered or sold to, or purchased by, a resident of that state. In the event that a significant number of states refuse to permit secondary trading in our Common Stock, the market for our Common Stock will be limited which could drive down the market price of our Common Stock and reduce the liquidity of the shares of our Common Stock and a stockholder’s ability to resell shares of our Common Stock at all or at current market prices, which could increase a stockholder’s risk of losing some or all of his investment.

We could face significant penalties for our failure to comply with the terms of our outstanding convertible notes.

Our convertible notes contain positive and negative covenants and customary events of default including requiring us in many cases to timely file SEC reports. In the event we fail to timely file our SEC reports in the future, or any other events of defaults occur under the notes, we could face significant penalties and/or liquidated damages and/or the conversion price of such notes could be adjusted downward significantly, all of which could have a material adverse effect on our results of operations and financial condition, or cause any investment in the Company to decline in value or become worthless.

Certain of our outstanding convertible promissory notes include favored nations rights.

Certain of our outstanding convertible promissory notes include provisions which provide that, so long as such notes are outstanding, the Company shall not enter into any public or private offering of its securities (including securities convertible into shares of our Common Stock) with any individual or entity that has the effect of establishing rights or otherwise benefiting such other investor in a manner more favorable in any material respect to such other investor than the rights and benefits established in favor of the holder of our convertible notes unless, in any such case, the holder has been provided with such rights and benefits pursuant to a definitive written agreement or agreements between the Company and the holder. Such favored nations provisions could be triggered in the future and could materially change the terms of the notes. In the event any favored nations provisions of the notes are triggered, it may cause the terms of such notes to be materially amended in favor of the holders thereof, cause significant dilution to existing shareholders, and otherwise have a material adverse effect on the Company.

2827

USE OF PROCEEDS

We will not receive any proceeds from the sales of shares of our common stock by the Selling ~~Stockholders~~Stockholder.

DETERMINATION OF OFFERING PRICE

The Selling ~~Stockholders~~Stockholder will offer shares of our Common Stock at the prevailing market prices or privately negotiated prices. The offering price of our Common Stock does not necessarily bear any relationship to our book value, assets, past operating results, financial condition or any other established criteria of value. Our Common Stock may not trade at the market prices in excess of the offering prices for Common Stock in any public market, will be determined in the marketplace and may be influenced by many factors, including the depth and liquidity of the market for our Common Stock.

MARKET PRICE OF AND DIVIDENDS ON THE COMPANY’S

COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Market Information

Our Common Stock is quoted on the Nasdaq Capital Market under the symbol “BSFC.” On ~~November~~August 242, ~~2023~~2024, the closing price on Nasdaq of our Common Stock was $01.1785.

Holders

As of ~~November~~August 295, ~~2023~~2024, there were 7864 holders of record of our Common Stock.

Dividend Policy

We have not paid any dividends since our incorporation and do not anticipate the payment of dividends in the foreseeable future. At present, our policy is to retain earnings, if any, to develop and market our products and implement our business plan. The payment of dividends in the future will depend upon, among other factors, our earnings, capital requirements, and operating financial conditions.

SELLING ~~STOCKHOLDERS~~STOCKHOLDER

This prospectus relates to the potential offer and resale by the ~~selling~~Selling ~~stockholders~~Stockholder identified in this prospectus or their permitted transferees (the “Selling ~~Stockholders~~Stockholder”) of 193,~~876~~743,~~735~~000 shares of our common stock, $0.0001par value per share, (the “Common Stock”) ~~consisting of (i) up to 2,761,668 shares issuable upon conversion of the principal and accrued interest at maturity~~ of two convertible promissory notes in the aggregate principal amount of $1,500,000 in total, each issued to Lind Global Fund II LP (“Lind “) on May 30, 2023 and July 27, 2023, respectively (collectively the “Lind Notes”), (ii) warrants to purchase up to 435,035 shares of Common Stock (at an exercise price of $2.45 per share), issued to Lind on May 30, 2023, and (iii) up to 16,680,032 issuable pursuant to that certain purchase agreement (the “ELOC Purchase Agreement”) dated May 16, 2023, by and between ClearThink Capital Partners, LLC (“ClearThink”) and us.

Lind Convertible Promissory Notes

On May 30, 2023, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with Lind Global Fund II LP, a Delaware limited partnership (“Lind”), pursuant to which the Company issued to Lind a secured, two-year, interest free convertible promissory note in the principal amount of $1,200,000 (the “May 2023 Note”) and a common stock purchase warrant (the “May 2023 Warrant”) to acquire 435,035 shares of Common Stock of the Company, for the aggregate funding amount of $1,000,000. The conversion price of the May 2023 Note is equal to the lesser of: (i) US$2.40; or (ii) 90% of the lowest single VWAP during the 20 trading day period ending on the last trading day immediately preceding the applicable conversion date, subject to customary adjustments. In connection with the issuance of the May 2023 Note and the May 2023 Warrant, the Company paid a $50,000 commitment fee to Lind.

On July 27, 2023, the Company entered into a First Amendment to Securities Purchase Agreement (the “Purchase Agreement Amendment”) with Lind, pursuant to which the Company amended the Purchase Agreement in order to permit the issuance of further senior convertible promissory notes in the aggregate principal amount of up to $1,800,000 and common stock purchase warrants in such aggregate amount as the Company and Lind shall mutually agree pursuant to the Purchase Agreement.

Pursuant to the Purchase Agreement Amendment, the Company issued to Lind a secured, two-year, interest free convertible promissory note in the principal amount of $300,000 (the “July 2023 Note”) and a common stock purchase warrant to acquire 175,234 shares of Common Stock of the Company (the “July 2023 Warrant”), for the aggregate funding amount of $250,000. The conversion price of the July 2023 Note is equal to the lesser of: (i) US$1.34; or (ii) 90% of the lowest single VWAP during the 20 trading day period ending on the last trading day immediately preceding the applicable conversion date, subject to customary adjustments. The July 2023 Warrant is exercisable at an exercise price of $1.34 per share, subject to customary adjustments. In connection with the issuance of the Note and the Warrant, the Company paid a $12,500 commitment fee to Lind.

ClearThink ELOC Purchase Agreement

On May 16, 2023, the Company entered into a Purchase Agreement (the “ELOC Purchase Agreement”) with ClearThink Capital Partners, LLC (“ClearThink”). Pursuant to the ELOC Purchase Agreement, ClearThink has agreed to purchase from the Company, from time to time upon delivery by the Company to ClearThink of request notices (each a “Request Notice”), and subject to the other terms and conditions set forth in the ELOC Purchase Agreement, up to an aggregate of $10,000,000 of the Company’s Common Stock. The purchase price of the shares of Common Stock to be purchased under the ELOC Purchase Agreement will be equal to 80% of the two lowest daily VWAPs during a valuation period of six trading days, beginning three trading days preceding the draw down or put notice to three trading days commencing on the first trading day following delivery and clearing of the delivered shares. Each purchase under the ELOC Purchase Agreement will be in a minimum amount of $25,000 and a maximum amount equal to the lesser of (i) $1,000,000 and (ii) 300% of the average daily trading value of the Common Stock over the ten days preceding the Request Notice date. In addition, pursuant to the ELOC Purchase Agreement, the Company agreed to issue to ClearThink 621,~~500~~250 restricted shares of the Company’s Common Stock as a “Commitment Fee.” The ELOC Purchase Agreement has a maturity date of May 16, 2025.

The issuance of shares to ClearThink are subject to a beneficial ownership limitation so that in no event will shares be issued which would result in ClearThink beneficially owning, together with its affiliates, more than 9.99% of the Company’s outstanding shares of common stock.

The Company may not deliver to ClearThink a Request Notice if we are in default. Events of default include:

(a) the effectiveness of a registration statement registering the resale of the Securities lapses for any reason for a period of ten (10) consecutive business days or for more than an aggregate of thirty (30) business days in any 365-day period, with certain exceptions;

(b) the suspension of the Common Stock from trading on the principal market for a period of one (1) business day, provided that the Company may not direct ClearThink to purchase any shares of Common Stock during any such suspension;

(c) the delisting of the Common Stock from The OTCQB, provided, however, that the Common Stock is not immediately thereafter trading on the New York Stock Exchange, The Nasdaq Global Market, The Nasdaq Global Select Market, the NYSE American (or nationally recognized successor to any of the foregoing);

(d) if the exchange cap is reached unless and until stockholder approval is obtained;

(f) the Company breaches any representation, warranty, covenant or other term or condition under any of their transaction documents with ClearThink;

(g) if any person commences a proceeding against the Company pursuant to or within the meaning of any bankruptcy law or if the Company commences a proceeding within the meaning of any bankruptcy law;

(h) if at any time the Company is not eligible to transfer its Common Stock electronically as DWAC shares.

The ELOC Purchase Agreement terminates as follows:

(a) If pursuant to or within the meaning of any bankruptcy law, the Company commences a voluntary case or any Person commences a proceeding against the Company, a custodian is appointed for the Company or for all or substantially all of its property, or the Company makes a general assignment for the benefit of its creditors, any of which would be an event of default and shall automatically terminate without any liability or payment to the Company without further action or notice by any person;

(b) In the event that the commencement of the ELOC Purchase Agreement shall not have occurred on or before December 31, 2023;

(d) automatically on the date that the Company sells and ClearThink purchases the full available amount under the ELOC Purchase Agreement;

(e) May 16, 2025.

It is possible that we may not have access to the full amount available to us under the ELOC Purchase Agreement. We have also indemnified ClearThink pursuant to the ELOC Purchase Agreement.

On May 16, 2023, the Company and ClearThink also entered into a Securities Purchase Agreement (the “SPA”) under which ClearThink has agreed to purchase from the Company an aggregate of 911,~~612~~000 shares of the Company’s restricted Common Stock for a total ~~purchase~~ purchase price of $200,000 in four closings. The first closing occurred on the execution date of the SPA and the second, third, and fourth ~~closings~~ closings shall be within 60 days after the first closing.

The Selling ~~Stockholders~~Stockholder, may, from time to time, offer and sell pursuant to this prospectus any or all of the shares referred to above. ~~The~~ The Selling ~~Stockholders~~Stockholder may also sell, transfer or otherwise dispose of all or a portion of their shares in transactions exempt from the registration requirements of the Securities Act. We may from time to time include additional Selling ~~Stockholders~~Stockholder in supplements or amendments to this prospectus.

The Selling ~~Stockholders~~Stockholder may sell some, all or none of its shares. We do not know how long the Selling ~~Stockholders~~Stockholder will hold the shares ~~before~~ before selling them, and we currently have no agreements, arrangements or understandings with the Selling ~~Stockholders~~Stockholder regarding the sale of any of the shares.

Beneficial ownership is determined in accordance with Rule 13d-3(d) promulgated by the SEC under the Exchange Act. The percentage of shares ~~beneficially~~ beneficially owned prior to the offering is based on 142,~~450~~511,~~350~~458 shares of our Common Stock outstanding as of ~~December~~August 85, ~~2023~~2024.

The following table sets forth the shares beneficially owned, as of ~~December~~July 824, ~~2023~~2024 by the Selling ~~Stockholders~~Stockholder prior to the offering ~~contemplated~~ contemplated by this prospectus, the number of shares that the Selling ~~Stockholders~~Stockholder may offer and sell from time to time under this prospectus ~~and~~ and the number of shares which the Selling ~~Stockholders~~Stockholder would own beneficially if all such offered shares are sold.

Name of Selling Stockholders	Beneficial Ownership Before the Offering			Shares of Common Stock Included in Prospectus			Beneficial Ownership After the Offering		Percentage of Ownership After the Offering
Name of Selling Stockholder	Beneficial Ownership Before the Offering			Shares of Common Stock Included in Prospectus			Beneficial Ownership After the Offering		Percentage of Ownership After the Offering
Lind Global Fund II LP (4)		3,196,703	(1)(2)		3,196,703			-		-
ClearThink Capital Partners, LLC (3)		7,924			3,743,000	(1)(2)		3,750,924		*
ClearThink Capital Partners, LLC (5)		16,680,032	(1)(3)		16,680,032

* less than 1%

(1) Such amount of Common Stock is solely for the purposes of making a good faith estimate as to the number of shares issuable to be registered.

(2) Represents up to 23,~~761~~743,~~668~~000 shares of our Common Stock issuable ~~upon the conversion of principal and accrued interest at maturity~~ pursuant to the ~~Lind~~ELOC ~~Notes,~~Purchase ~~at the option of Lind, and a warrant to purchase 435,035 shares of Common Stock (at an exercise price of $2~~Agreement.~~45 per share).~~

(3) ~~Represents~~Brian upLoper, tothe 16Managing Member of ClearThink Capital Partners,~~680,032~~ LLC has sole voting and dispositive power over the shares of ~~our~~ Common Stock ~~issuable~~held ~~pursuant~~by ClearThink Capital Partners, LLC. The principal business address of ClearThink Capital Partners, LLC is 10 Times Square, toFloor ~~the ELOC~~5, ~~Purchase~~New ~~Agreement~~York, NY 10018.

~~(4)~~Other than ~~Lind~~as ~~Global~~disclosed ~~Partners II LLC~~above, ~~the~~none ~~general partner~~ of ~~Lind~~the ~~Global~~Selling ~~Fund~~Stockholder IIhas ~~LP,~~had ~~may~~a bematerial ~~deemed~~relationship ~~to have sole voting and dispositive power~~ with ~~respect~~us toor ~~the~~any ~~shares held by Lind Global Fund II LP. Jeff Easton, the managing member~~ of ~~Lind~~our ~~Global~~affiliates ~~Partners~~other ~~II LLC, may be deemed to have sole voting and dispositive power with~~than ~~respect~~as toa ~~the~~stockholder ~~shares~~at ~~held~~any bytime ~~Lind~~within ~~Global Fund II LP has sole voting and dispositive power over~~ the ~~shares~~past ~~held~~three ~~by Lind Global Fund II LP~~years. ~~The principal business address of Lind Global Fund II LP 444 Madison Avenue, Floor 41, New York, NY 10022.~~

(5) Brian Loper, the Managing Member of ClearThink Capital Partners, LLC has sole voting and dispositive power over the shares of Common Stock held by ClearThink Capital Partners, LLC. The principal business address of ClearThink Capital Partners, LLC is 10 Times Square, Floor 5, New York, NY 10018.

Other than as disclosed above, none of the Selling Stockholders has had a material relationship with us or any of our affiliates other than as a stockholder at any time within the past three years.

PLAN OF DISTRIBUTION

The Selling ~~Stockholders~~Stockholder and any of their respective pledgees, assignees and successors-in-interest may, from time to time, sell any or all of their securities covered hereby on any trading market, stock exchange or other trading facility on which the securities are traded or in private transactions. These sales may be at fixed or negotiated prices. The Selling ~~Stockholders~~Stockholder may use any one or more of the following methods when selling securities:

● ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; ● block trades in which the broker-dealer will attempt to sell the securities as agent but may position and resell a portion of the block as principal to facilitate the transaction; ● purchases by a broker-dealer as principal and resale by the broker-dealer for its account; ● an exchange distribution in accordance with the rules of the applicable exchange; ● privately negotiated transactions; ● settlement of short sales; ● in transactions through broker-dealers that agree with the Selling ~~Stockholders~~Stockholder to sell a specified number of such securities at a stipulated price per security; ● through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise; ● a combination of any such methods of sale; or ● any other method permitted pursuant to applicable law.

The Selling ~~Stockholders~~Stockholder may also sell securities under Rule 144 under the Securities Act, if available, rather than under this prospectus.

Broker-dealers engaged by the Selling ~~Stockholders~~Stockholder may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the Selling ~~Stockholders~~Stockholder (or, if any broker-dealer acts as agent for the purchaser of securities, from the purchaser) in amounts to be negotiated, but, except as set forth in a supplement to this prospectus, in the case of an agency transaction not in excess of a customary brokerage commission in compliance with FINRA Rule 2440; and in the case of a principal transaction a markup or markdown in compliance with FINRA IM-2440.

In connection with the sale of the securities covered hereby, the Selling ~~Stockholders~~Stockholder may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the securities in the course of hedging the positions they assume. The Selling ~~Stockholders~~Stockholder may also sell securities short and deliver these securities to close out their short positions, or loan or pledge the securities to broker-dealers that in turn may sell these securities. The Selling ~~Stockholders~~Stockholder may also enter into option or other transactions with broker-dealers or other financial institutions or create one or more derivative securities which require the delivery to such broker-dealer or other financial institution of securities offered by this prospectus, which securities such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).

~~The~~ClearThink ~~Selling~~is ~~Stockholders~~an ~~and~~“underwriter” ~~any~~within ~~broker-dealers~~the ormeaning ~~agents~~of ~~that~~Section ~~are~~2(a)(11) ~~involved~~of inthe ~~selling~~Securities ~~the~~Act ~~securities~~and will ~~or may~~ be ~~deemed~~subject to ~~be “underwriters” within~~ the ~~meaning~~prospectus delivery requirements of the Securities Act, inincluding ~~connection~~Rule ~~with~~172 ~~such sales~~thereunder. In ~~such event~~addition, any ~~commissions~~securities ~~received~~covered by ~~such~~this ~~broker-dealers or~~prospectus ~~agents~~which ~~and~~qualify for ~~any~~sale ~~profit~~pursuant onto ~~the~~Rule ~~resale~~144 ofunder the ~~securities~~Securities ~~purchased~~Act ~~by them~~ may be ~~deemed~~sold tounder beRule ~~underwriting~~144 ~~commissions~~rather orthan ~~discounts~~ under ~~the~~this ~~Securities Act~~prospectus. WeClearThink ~~are~~will pay ~~requesting~~any ~~that~~underwriting ~~each~~discounts ~~Selling~~and ~~Stockholder~~selling ~~inform~~commissions us that itmay ~~does~~relate ~~not~~to ~~have~~the ~~any~~sale ~~written~~of ortheir ~~oral~~shares. ~~agreement or~~We ~~understanding,~~have ~~directly~~agreed ~~or indirectly, with any person~~ to ~~distribute~~pay the ~~securities.~~legal, accounting, Weprinting, ~~will pay certain fees~~ and other expenses ~~incurred by~~related ~~us incident~~ to the registration of the ~~securities~~resale of the shares.

~~Because~~We intend to keep this prospectus effective until the ~~Selling~~earlier ~~Stockholders~~of ~~will~~(i) orthe ~~may~~date beon ~~deemed~~which tothe securities may be ~~“underwriters”~~resold ~~within~~by the ~~meaning~~Selling Stockholder without registration and without regard to any volume or manner-of-sale ~~the~~limitations ~~Securities~~by ~~Act~~reason of Rule 144, ~~they~~without ~~will~~the berequirement for ~~subject~~us to be in compliance with the ~~prospectus~~current ~~delivery~~public ~~requirements~~information ofrequirement under Rule 144 under the Securities Act, ~~including~~or ~~Rule~~any ~~172~~other ~~thereunder.~~rule Inof ~~addition,~~similar effect ~~any~~or ~~securities~~(ii) ~~covered by~~all ~~this~~of ~~prospectus~~the ~~which~~securities ~~qualify~~have ~~for~~been ~~sale~~sold pursuant to this prospectus or Rule 144 under the Securities Act ~~may~~or any other rule of similar effect. The resale securities will be sold ~~under~~only ~~Rule~~through ~~144~~registered ~~rather~~or ~~than~~licensed brokers or dealers if required under applicable ~~this~~state ~~prospectus~~securities laws. WeIn ~~are~~addition, ~~requesting~~in ~~that~~certain ~~each~~states, ~~Selling~~the ~~Stockholder~~resale ~~confirm~~securities ~~that~~covered ~~there~~hereby ismay nonot ~~underwriter~~be orsold ~~coordinating~~unless ~~broker~~they ~~acting~~have inbeen registered ~~connection~~or ~~with~~qualified ~~the~~for ~~proposed~~ sale ofin the ~~resale~~applicable ~~securities~~state byor an exemption from the ~~Selling~~registration ~~Stockholders~~or qualification requirement is available and is complied with.

WeUnder ~~intend~~applicable torules ~~keep~~and ~~this~~regulations ~~prospectus~~under ~~effective~~the ~~until~~Exchange ~~the~~Act, ~~earlier~~any ofperson ~~(i)~~engaged in the ~~date~~distribution onof ~~which~~ the resale securities may benot ~~resold~~simultaneously engage byin ~~the~~market ~~Selling~~making ~~Stockholders without~~activities ~~registration~~with ~~and~~respect ~~without~~to ~~regard~~the toCommon ~~any~~Stock ~~volume~~for orthe ~~manner-of-sale~~applicable ~~limitations~~restricted byperiod, ~~reason~~as ofdefined ~~Rule~~in ~~144~~Regulation M, prior ~~without~~to the ~~requirement~~commencement ~~for us~~of tothe bedistribution. inIn ~~compliance~~addition, ~~with~~ the ~~current~~Selling ~~public~~Stockholder ~~information~~will ~~requirement~~be ~~under~~subject ~~Rule~~to ~~144~~applicable ~~under~~provisions of the ~~Securities~~ Exchange Act orand ~~any~~the ~~other~~rules ~~rule~~and ofregulations ~~similar effect~~thereunder, orincluding ~~(ii)~~Regulation ~~all~~M, ofwhich ~~the~~may ~~securities~~limit ~~have~~the ~~been~~timing ~~sold~~of ~~pursuant~~purchases toand ~~this~~sales ~~prospectus~~of orthe ~~Rule~~Common Stock ~~144~~by ~~under~~ the ~~Securities~~Selling ~~Act~~Stockholder or any other ~~rule of similar effect~~person. ~~The~~We ~~resale securities~~ will bemake ~~sold~~copies ~~only~~of ~~through~~this ~~registered~~prospectus oravailable ~~licensed~~to ~~brokers~~the orSelling ~~dealers~~Stockholder ~~if required under applicable~~and ~~state~~are ~~securities~~informing ~~laws.~~the InSelling ~~addition,~~Stockholder inof ~~certain states,~~ the ~~resale~~need ~~securities~~to ~~covered~~deliver ~~hereby~~a ~~may~~copy ~~not~~of bethis ~~sold~~prospectus ~~unless~~to ~~they~~each ~~have~~purchaser ~~been~~at ~~registered~~ or ~~qualified~~prior ~~for~~to ~~sale in~~ the ~~applicable~~time ~~state~~of ~~or an exemption from~~ the sale ~~registration~~(including orby ~~qualification~~compliance ~~requirement~~with isRule ~~available~~172 ~~and~~under ~~is complied~~the ~~with~~Securities Act).

Under applicable rules and regulations under the Exchange Act, any person engaged in the distribution of the resale securities may not simultaneously engage in market making activities with respect to the Common Stock for the applicable restricted period, as defined in Regulation M, prior to the commencement of the distribution. In addition, the Selling Stockholders will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of the Common Stock by the Selling Stockholders or any other person. We will make copies of this prospectus available to the Selling Stockholders and are informing the Selling Stockholders of the need to deliver a copy of this prospectus to each purchaser at or prior to the time of the sale (including by compliance with Rule 172 under the Securities Act).

Penny Stock Rules

Our shares of Common Stock are subject to the “penny stock” rules of the Exchange Act. In general terms, “penny stock” is defined as any equity security that has a market price less than $5.00 per share, subject to certain exceptions. The rules provide that any equity security is considered to be a penny stock unless that security is registered and traded on a national securities exchange meeting specified criteria set by the SEC, authorized for quotation from the NASDAQ stock market, issued by a registered investment company, and excluded from the definition on the basis of price (at least $5.00 per share), or based on the issuer’s net tangible assets or revenues. In the last case, the issuer’s net tangible assets must exceed $3,000,000 if in continuous operation for at least three years or $5,000,000 if in operation for less than three years, or the issuer’s average revenues for each of the past three years must exceed $6,000,000.

Trading in shares of penny stock is subject to additional sales practice requirements for broker-dealers who sell penny stocks to persons other than established customers and accredited investors. Accredited investors, in general, include individuals with assets in excess of $1,000,000 or annual income exceeding $200,000 (or $300,000 together with their spouse), and certain institutional investors. For transactions covered by these rules, broker-dealers must make a special suitability determination for the purchase of the security and must have received the purchaser’s written consent to the transaction prior to the purchase. Additionally, for any transaction involving a penny stock, the rules require the delivery prior to the first transaction, of a risk disclosure document relating to the penny stock. A broker-dealer also must disclose the commissions payable to both the broker-dealer and the registered representative, and current quotations for the security. Finally, monthly statements must be sent disclosing recent price information for the penny stocks. These rules may restrict the ability of broker-dealers to trade or maintain a market in our Common Stock, to the extent it is penny stock, and may affect the ability of stockholders to sell their shares.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read the following discussion together with our consolidated financial statements and the related notes included elsewhere in this prospectus. This discussion contains forward-looking statements that are based on our current expectations, estimates and projections about our business and operations. Our actual results may differ materially from those currently anticipated and expressed in such forward-looking statements. All share and per share amounts in this section have been retrospectively adjusted for all periods presented to reflect the reverse stock split effectuated on May 20, 2024.

Overview

We are an international seafood company that imports, packages and sells refrigerated pasteurized crab meat, and other premium seafood products. Our current source of revenue is from importing blue and red swimming crab meat primarily from Indonesia, the Philippines and China and distributing it in the United States and Canada under several brand names such as Blue Star, Oceanica, Pacifika, Crab & Go, First Choice, Good Stuff and Coastal Pride Fresh, and steelhead salmon and rainbow trout fingerlings produced under the brand name Little Cedar Farms for distribution in Canada. The crab meat which we import is processed in six out of the ten plants available throughout Southeast Asia. Our suppliers are primarily via co-packing relationships, including two affiliated suppliers. We sell primarily to food service distributors. We also sell our products to wholesalers, retail establishments and seafood distributors.

Recent Events

~~Public~~Afritex ~~Offering~~Manufacturing Agreement

OnAs ~~September~~previously 11reported in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, filed with the ~~Company~~SEC ~~sold~~on inApril 1, an2024, ~~underwritten~~on ~~public~~February ~~offering~~1, ~~pursuant~~2024, tothe Company entered into a ~~securities~~ninety-day ~~purchase~~Master ~~agreement,~~Services anAgreement ~~aggregate~~(the of“Services Agreement”) ~~690~~with Afritex Ventures,~~000~~ ~~shares~~Inc. a Texas corporation and a commercial manufacturer of ~~its~~food ~~Common~~products ~~Stock~~(“Afritex”), ~~Series~~which ~~A-1~~was ~~warrants~~subsequently extended to ~~purchase~~August up31, 2024, pursuant to ~~10,741,139~~which ~~shares~~the Company will be responsible for all of ~~Common~~Afritex’s ~~Stock~~operations and finance functions. Among other things, ~~Series~~the ~~A-2~~Company ~~warrants~~will provide Afritex with working capital in order to sustain operations and will purchase certain inventory uplisted toin 10the Services Agreement. In addition,~~741,139~~ ~~shares~~through ofits ~~Common~~newly-formed ~~Stock~~subsidiary, ~~(collectively~~Afritex Ventures, ~~the~~Inc. ~~“Common~~a ~~Warrants~~Florida corporation (“AFVFL”), the Company will be purchasing product from Afritex for sale to Afritex customers and ~~pre-funded~~the ~~warrants~~Company has the option to purchase upassets tofrom Afritex 10under an Intangibles Assets and Machinery Option To Purchase Agreement,~~051~~ dated February 12,~~139 shares~~ of2024, ~~common~~with ~~stock~~Afritex (the “~~Pre-Funded Warrants~~Option Agreement”). ~~Each~~pursuant ~~share~~to ofwhich, ~~Common~~among ~~Stock~~other ~~and~~things, ~~Pre-Funded~~the ~~Warrants~~Company ~~were~~has ~~sold~~the ~~together~~option to purchase Afritex’s intangible assets, machinery and equipment set forth in the Option Agreement. In connection with athe ~~Series~~Services ~~A-1~~Agreement ~~common~~and ~~stock~~Option ~~purchase~~Agreement, ~~warrant~~on toApril ~~purchase~~4, ~~one~~2024, ~~share~~the Company ofentered ~~Common~~into ~~Stock~~a two-year contract manufacturing agreement with Afritex and aEagle ~~Series~~Rising ~~A-2~~Food ~~common~~Solutions ~~stock~~LLC, ~~purchase~~a ~~warrant~~Florida corporation toand ~~purchase~~a ~~one~~national ~~share~~seafood ofdistributor ~~Common~~(the ~~Stock~~“Buyer”), effective March 21, 2024. The ~~public~~agreement ~~offering~~automatically ~~price~~renews for ~~each~~successive one-year ~~share~~terms if not terminated by either party at least sixty days prior to the end of ~~Common~~the ~~Stock~~then ~~and~~current ~~accompanying~~term. ~~Common~~Pursuant ~~Warrants~~to ~~was~~the agreement, $0Afritex will manufacture certain food products and provide consulting services to Buyer based on Buyer’s purchase orders.~~4655.~~ ~~Each~~The ~~Common~~Buyer granted ~~Warrant~~Afritex ~~has~~a annon-exclusive, ~~exercise~~worldwide, ~~price~~royalty-free oflicense $0to use its trademarks for such products.~~4655~~ ~~per~~Under ~~share~~the agreement, ~~and~~Afritex is ~~will~~responsible befor ~~exercisable~~product ~~beginning~~production onand certain storage and the ~~effective~~Buyer ~~date~~is responsible for the cost of ~~stockholder approval~~freight and delivery of the ~~issuance~~products and is required to pay invoices within 35 days of receipt of the ~~shares~~products. ~~upon~~Late ~~exercise~~payments are subject to interest of ~~the~~1% ~~Common~~of ~~Warrants~~the ~~(“Warrant~~outstanding amount ~~Stockholder~~per ~~Approval”)~~month. The ~~Series A-1~~agreement ~~warrants~~may ~~will~~be ~~expire~~terminated onin the ~~five-year~~event ~~anniversary~~ of ~~the~~certain ~~effective~~defaults ~~date~~which ofare ~~Warrant~~not ~~Stockholder~~cured ~~Approval.~~as ~~The~~set ~~Series~~forth ~~A-2~~in ~~warrants~~the agreement. ~~will~~Either ~~expire~~party onmay terminate the ~~eighteen-month~~agreement ~~anniversary~~in the event of the ~~effective~~other ~~date~~party’s ofinsolvency ~~Warrant~~or ~~Stockholder~~inability ~~Approval.~~to ~~The~~meet ~~public~~obligations, ~~offering~~(ii) ~~price~~filing of ~~was~~voluntary ~~$0.4555 per~~or ~~Pre-funded~~involuntary ~~Warrant~~petition ~~and~~of ~~accompanying~~bankruptcy, ~~Common~~(iii) ~~Warrants.~~institution ~~The~~of ~~Pre-funded~~legal ~~Warrants~~proceedings ~~are~~against ~~immediately~~the ~~exercisable~~other ~~and~~party ~~have~~by ancreditors ~~exercise~~or ~~price~~stockholders, ofor ~~$0.01~~(iv) ~~per~~appointment ~~share~~of a receiver.

NASDAQ Compliance

On ~~September~~March 26, ~~2023~~2024, the Company received ~~notice~~a letter from ~~NASDAQ that based upon~~ the ~~closing~~Listing ~~bid~~Qualifications ~~price~~Staff of ~~its~~The ~~Common~~Nasdaq Stock ~~for~~Market ~~the~~LLC ~~last~~indicating 30that as ~~consecutive~~of ~~business~~March ~~days~~25, 2024, the Company ~~was~~had not inregained compliance with the ~~requirement to maintain a~~ minimum bid price requirement of ~~$1.00~~Nasdaq ~~per share (the “Minimum Bid Requirement”). The Company has 180 days, or until March 24, 2024, to regain compliance with NASDAQ~~ Listing Rule 5550(a)(2). ~~If at any time before March 24, 2024, the closing bid price of the Company’s Common Stock closes at or above $1.00~~ ~~per~~The ~~share for a minimum of ten consecutive business days, NASDAQ will provide written notification that the~~ Company ~~has~~appealed ~~achieved~~this ~~compliance with~~determination ~~the~~to ~~Minimum Bid Requirement, and~~ the ~~matter~~Nasdaq ~~would~~Hearings bePanel ~~resolved. If~~ (the ~~Company~~“Panel”) ~~does~~on ~~not~~April ~~regain compliance with the Minimum Bid Requirement during the initial 180 calendar day period~~1, ~~the Company may be eligible for an additional 180 calendar day compliance period if it meets all other applicable listing standards~~2024.

~~The~~On April 10, 2024, the Company ~~will~~received ~~continue~~a toletter ~~actively~~from ~~monitor~~the Panel indicating that the ~~closing~~Company’s ~~bid~~request ~~price~~for ofcontinued on Nasdaq was granted subject to the following: (i) on or before April 1, 2024, the Company file its ~~Common~~Form ~~Stock~~10-K ~~and~~for ~~will~~the ~~seek~~period toended ~~regain~~December 31, 2023 demonstrating compliance with ~~all~~Listing ~~applicable NASDAQ~~Rule ~~requirements~~5550(b)(1); ~~within~~(ii) ~~the~~on ~~allotted~~or ~~compliance~~before ~~periods.~~May If15, 2024, the Company ~~does~~file ~~not~~its ~~regain~~Form ~~compliance~~10-Q ~~within~~for the ~~allotted compliance~~quarter ~~periods~~ended March 31, ~~including~~2024 ~~any~~demonstrating ~~extensions~~continued ~~that~~compliance ~~may~~with beListing ~~granted~~Rule by5550(b)(1), ~~NASDAQ~~and (iii) on or before May 30, 2024, the Company’s shall ~~Common~~have ~~Stock~~demonstrated ~~may~~compliance bewith ~~subject~~Listing toRule ~~delisting~~5550(a)(2) by evidencing a closing bid price of $1.00 or more per share for a minimum of ten consecutive trading sessions, and evidence compliance with all applicable criteria for continued listing.

On June 11, 2024, the Company received a letter from the Nasdaq Hearings Panel (the “Panel”) indicating that the Company demonstrated compliance with the bid price requirement in Listing Rule 5550(a)(2).

~~Minimum~~Hart ~~Stockholder’s Equity~~Note

~~The~~On ~~Company~~April ~~was~~16, ~~notified~~2024, onthe ~~November~~Company ~~27,~~entered ~~2023~~into bya ~~NASDAQ~~securities ~~that~~purchase itagreement no(the ~~longer~~“Purchase ~~complied~~Agreement”) with ~~the~~Hart ~~minimum $2~~Associates,~~500~~ LLC,~~000~~ ~~stockholders’~~a ~~equity required~~Delaware ~~for~~limited ~~continued~~liability ~~listing~~company on(the ~~NASDAQ.~~“Hart”), ~~The~~pursuant ~~Company~~to iswhich ~~subject~~the toCompany issued a ~~Mandatory~~promissory ~~Panel~~note ~~Monitor~~in ~~for~~the aprincipal amount ~~period~~ of ~~one year~~$300,000 orand ~~until~~will ~~October 16~~issue 10,000 ~~2024.~~shares Asof ~~such,~~its common stock to Hart (the ~~Company~~“Hart isNote”). ~~not~~The ~~eligible~~Hart ~~for~~Note has a ~~compliance~~one-time interest ~~period.~~payment Onof ~~December~~$50,000 4payable on the maturity date of May 15, ~~2023~~2024, ~~the~~which ~~Company~~can ~~requested~~be aextended ~~new~~up ~~hearing~~to ~~with the~~90 ~~Hearings~~days. ~~Panel~~The ~~(the~~proceeds ~~“Panel”),~~from ~~which~~the sale ~~was~~of ~~granted~~the ~~and~~Hart ~~set~~Note are for ~~March~~general ~~28,~~working ~~2023~~capital. The Company ~~believes~~may ~~that~~prepay ~~its~~the ~~current~~Hart ~~shareholders equity~~Note ~~figure~~at ~~meets~~any ~~Nasdaq~~time ~~continued~~without ~~listing~~penalty. ~~standards~~The ~~following~~Company’s failure to comply with the ~~recent~~material ~~conversion~~terms of ~~certain~~the ~~non-cash~~Hart ~~liabilities~~Note towill ~~equity.~~be ~~The hearing~~considered ~~request~~an ~~will~~event ~~stay~~of default and the ~~suspension~~principal sum of the ~~Company’s~~Hart ~~securities~~Note will ~~and~~increase ~~the~~by ~~filing~~20% of the ~~Form~~outstanding ~~25-NSE~~balance ~~pending~~for ~~the~~each ~~Panel’s decision~~subsequent 30 days it remains in default.

~~Results~~1800 ofDiagonal ~~Operations~~Note

~~The~~On ~~following~~April ~~discussion~~16, ~~and~~2024, ~~analysis~~the ofCompany ~~financial~~issued ~~condition~~to ~~and~~1800 ~~results~~Diagonal Lending LLC, a Virginia limited liability company (“Diagonal”), a convertible promissory note in the principal amount of ~~operations~~$138,000 with an original issue discount of $23,000 (the ~~Company~~“Diagonal isNote”). ~~based~~The Diagonal ~~upon~~Note has a one-time interest payment of $26,220 paid upon issuance and ~~should~~a bematurity ~~read~~date ~~in conjunction~~of ~~with~~January 15, 2025. The proceeds from the ~~financial~~sale ~~statements~~of ~~and~~the ~~accompanying~~Diagonal ~~notes~~Note ~~elsewhere~~are infor ~~this~~general ~~prospectus~~working capital.

~~Three~~Upon ~~months~~the ~~ended~~occurrence ~~September~~of 30an event of default as described in the Diagonal Note, ~~2023~~the Diagonal Note will become immediately due and ~~2022~~payable at a default interest rate of 150% of the then outstanding principal amount of the Diagonal Note. Additionally, Diagonal will have the right to convert all or any part of the outstanding and unpaid amount of the Diagonal Note into shares of the Company’s common stock at a conversion price of 61% of the market price as described in the Diagonal Note. The Company may not, without Diagonal’s written consent, sell, lease, or otherwise dispose of any significant portion of its assets except in the ordinary course of business. The Company will reserve a sufficient number of shares to provide for the issuance of shares upon the full conversion of the Diagonal Note.

~~Net~~Agile Revenue. Revenue for the three months ended September 30, 2023 decreased 35.7% to $1,561,679 as compared to $2,429,195 for the three months ended September 30, 2022 as a result of a decrease in poundage sold during the three months ended September 30, 2023.Loans

~~Cost~~On ofMay ~~Goods~~9, ~~Sold.~~2024 ~~Cost~~the ofCompany ~~goods~~entered ~~sold~~into ~~for~~a ~~the~~subordinated ~~three~~business ~~months~~loan ~~ended~~and ~~September~~security 30agreement with Agile Lending, ~~2023~~LLC ~~decreased~~and toAgile ~~$1,586,478~~Capital as collateral ~~compared~~agent to(collectively $3“Agile”),~~973,656~~ which provides for a term loan to the ~~three~~Company ~~months~~in ~~ended~~the ~~September~~form 30of a promissory note in the aggregate principal amount of $210,000 ~~2022~~(the “May Agile Loan”). ~~This~~The ~~decrease~~May isAgile ~~attributable~~Loan towill ~~the~~accrue ~~decrease~~principal inand ~~poundage~~interest of ~~sold~~$84,000 inand has a maturity date of November 22, 2024. Commencing May 17, 2024, the ~~cost~~Company is required to make weekly payments of $10,500 ~~goods~~until the maturity date.

~~Gross~~The ~~Profit~~Company ~~(Loss).~~shall ~~Gross~~have ~~(loss)~~the ~~for~~right ~~the~~to ~~three~~make ~~months~~a ~~ended~~full ~~September~~prepayment ~~30,~~or ~~2023~~partial ~~decreased~~prepayment toof ~~($24,799)~~the asMay ~~compared~~Agile toLoan. ~~gross~~Upon ~~(loss)~~prepayment of ~~($1,544,461)~~any principal inamount, the ~~three~~Company ~~months~~is ~~September~~obligated ~~30,~~to ~~2022.~~pay ~~This~~a ~~decrease~~make-whole ispremium ~~attributable~~payment on account of such principal so paid, which shall be equal to the aggregate ~~cost~~and actual amount of ~~sales~~interest no(at ~~longer~~the ~~being~~contract ~~higher~~rate ~~than~~of ~~sales~~interest) ~~and~~that awould ~~minor operational~~be ~~issue~~paid ~~affecting~~through the ~~biomass~~maturity ~~at TOBC~~date.

~~Commissions~~In ~~Expense.~~the ~~Commissions~~event ~~expense~~of ~~decreased~~a todefault ~~$423~~(as ~~for~~described in the ~~three~~May ~~months~~Agile ~~ended~~Loan), ~~September~~the ~~30,~~Agile ~~2023~~Loan ~~from~~shall ~~$2,674~~accrue ~~for~~interest ~~the~~at ~~three~~a ~~months~~fixed ~~ended~~per annum rate equal to ~~September~~the ~~30,~~rate ~~2022.~~that ~~This~~is ~~decrease~~otherwise ~~was~~applicable ~~due~~thereto toplus ~~lower~~an ~~commissionable~~additional ~~revenues~~5%. ~~for~~The ~~the~~Company ~~three~~also ~~months~~agreed ~~ended~~to ~~September~~pay 30Agile an administration fee of $10,000 upon ~~2023~~execution.

~~Salaries~~While ~~and~~the ~~Wages~~May ~~Expense.~~Agile ~~Salaries~~Loan ~~and~~remains ~~wages~~outstanding, ~~expense~~the ~~decreased~~Company towill ~~$301,393~~grant ~~for~~Agile ~~the~~a ~~three~~continuing ~~months~~security ~~ended~~interest ~~September~~in ~~30,~~its ~~2023~~Collateral (defined as ~~compared to~~all ~~$352~~properties,~~178~~ ~~for~~rights ~~the~~and ~~three~~assets ~~months~~of ~~ended~~the ~~September 30~~Company), ~~2022.~~wherever ~~This~~located, ~~decrease~~whether isnow ~~mainly~~owned ~~attributable~~or tohereafter aacquired ~~strategic~~or ~~reduction~~arising, inand ~~salaries~~all ~~for~~proceeds ~~the~~and ~~three~~products ~~months ended September 30, 2023~~thereof.

~~Depreciation~~The ~~and~~Company ~~Amortization.~~shall ~~Depreciation~~use ~~and~~some ~~amortization~~of ~~expense~~the ~~decreased~~proceeds toof ~~$2,754~~the ~~for~~May ~~the~~Agile ~~three~~Loan ~~months~~to ~~ended~~pay ~~September~~off ~~30,~~its ~~2023~~existing asloan ~~compared to~~balance of $~~151~~116,~~568~~658 for the ~~three~~loan ~~months~~funded by ~~ended~~Agile ~~September~~on 30June 26, ~~2022~~2023. ~~This~~The ~~decrease~~rest isof ~~attributable to lower depreciation due to~~ the ~~impairment of~~proceeds ~~fixed~~will ~~assets~~be ~~and~~used ~~intangible~~for ~~assets~~general incorporate ~~the year ended December 31, 2022~~purposes.

~~Impairment~~On ~~Loss.~~July ~~Impairment~~25, ~~loss~~2024 ~~decreased~~the toCompany $0entered into a second subordinated business loan and security agreement with Agile which provides for a term loan to the ~~three~~Company ~~months~~in ~~ended~~the ~~September~~form ~~30,~~of ~~2023~~a aspromissory ~~compared~~note toin the aggregate principal amount of $~~748~~210,~~997~~000 ~~for~~ (the ~~three~~“July ~~months~~Agile Loan”). ~~ended~~The ~~September~~July 30Agile Loan will accrue principal and interest of $84,000 ~~2022~~and has a maturity date of January 31, 2025. ~~This~~Commencing ~~decrease~~August 2, 2024, the Company is ~~attributable~~required to make weekly payments of $10,889 until the ~~impairment~~maturity ~~recognized~~date. onThe ~~TOBC~~proceeds ~~for~~of the ~~year~~July ~~ended~~Agile ~~December~~Loan ~~31,~~will ~~2022~~be used for general corporate purposes.

~~Other~~All ~~Operating~~the ~~Expense.~~other ~~Other~~terms ~~operating~~and ~~expense~~provision ~~decreased~~of ~~to $410,913 for~~ the ~~three~~July ~~months~~Agile ~~ended~~Loan ~~September~~are ~~30,~~exactly ~~2023~~the ~~from~~same ~~$566,977~~as ~~for~~ the ~~three~~May ~~months~~Agile ~~ended September 30, 2022~~Loan. ~~This decrease is mainly attributable to legal and professional fees related to our business operations.~~

Other Income (Expense). Other (expense) increased for the three months ended September 30, 2023 to ($1,902) from $22,229 for the three months ended September 30, 2022. This increase in expense is mainly attributable to the decrease in fair value of the Common Stock recorded in connection with Common Stock issued to ClearThink.

~~Interest~~FirstFire Income. Interest income increased to $16 for the three months ended September 30, 2023 from $0 for the three months ended September 30, 2022. The increase is attributable to the interest earned on an interest-bearing brokerage account.Note

~~Loss~~On onMay ~~Settlement~~17, of2024, ~~Debt.~~the ~~Loss~~Company onentered ~~settlement~~into ofa ~~debt~~promissory ~~increased~~note towith ~~$144~~FirstFire Global Opportunities Fund,~~169~~ ~~for~~LLC, ~~the~~a ~~three~~Delaware ~~months~~limited ~~ended~~liability company ~~September~~(the 30“FirstFire”), ~~2023~~pursuant ~~from~~to which the Company issued a promissory note in the principal amount of $57240,~~085~~000 at ~~for~~a ~~the~~rate ~~three~~of ~~months~~22% ~~ended~~per ~~September~~annum ~~30,~~(the ~~2022~~“FirstFire Note”). The ~~increase~~FirstFire isNote ~~attributable~~also tohas ~~the~~a ~~fair~~one-time ~~value~~interest payment of ~~Common~~$45,600 ~~Stock~~and ~~issued~~a maturity ~~higher~~date ~~than~~of April 17, 2025. The proceeds from the ~~principal~~ ~~amount~~sale ~~paid~~of the FirstFire Note are for general corporate purposes.

~~Change~~The inFirstFire ~~Fair~~Note ~~Value~~has ofmandatory ~~Derivative~~monthly ~~and~~payments ~~Warrant~~due ~~Liabilities.~~the ~~Change~~17th inof ~~fair~~each ~~value~~month. ofThe ~~derivative~~initial ~~and~~payment ~~warrant~~on ~~liabilities~~August ~~increased~~17, to2024 is $1185,~~240,214~~600. ~~for~~Monthly ~~the~~payments ~~three~~from ~~months~~September ~~ended~~2024 ~~September~~– 30December 2024 are $22,000. ~~2023~~Monthly payments from January 2025 - April 2025 are $03,000. The ~~for~~Company may prepay the ~~three~~FirstFire ~~months~~Note ~~ended~~at ~~September~~any ~~30,~~time ~~2022~~without penalty. The ~~increase~~Company’s isfailure ato ~~result~~comply ofwith the material terms ~~decrease~~of the FirstFire Note will be considered an event of default and the ~~price~~principal sum of the ~~Company’s~~FirstFire ~~Common~~Note ~~Stock~~will become immediately due and payable at ~~September~~an ~~30,~~amount ~~2023,~~equal asto ~~compared~~150% ~~with~~times the ~~stock~~sum ~~price~~of at(i) the ~~date~~then outstanding principal amount of ~~issuance~~the note plus (ii) accrued and unpaid interest on the unpaid principal amount of the ~~Common~~note ~~Stock~~to ~~under~~the ~~warrants~~date of payment plus (iii) default interest, (iv) plus (v) any other amounts owed to FirstFire.

~~Interest~~After ~~Expense.~~the ~~Interest~~occurrence ~~expense~~of ~~increased~~an toevent ~~$799~~of default,~~690~~ ~~for~~at any time, the ~~three~~FirstFire ~~months~~shall ~~ended~~have ~~September~~the 30right, ~~2023~~to ~~from~~convert ~~$336,378~~all ~~for~~or ~~the~~any ~~three~~part ~~months~~of the outstanding ~~ended~~and ~~September~~unpaid ~~30,~~amount ~~2022~~of the FirstFire Note into fully paid and non-assessable shares of our common stock. The ~~increase~~conversion isprice ~~attributable~~shall be 61% multiplied by the Market Price (as defined in the FirstFire Note) (representing a discount rate of 39%). While the FirstFire Note remains outstanding, we will reserve 2,000,000 shares of our common stock free from preemptive rights, to provide for the ~~amortization~~issuance upon the full conversion of the ~~Lind~~FirstFire ~~convertible~~Note. ~~debt~~The ~~discounts~~shares will be subject to Rule 144.

~~Net~~While ~~Loss. Net loss was $445,813 for~~ the ~~three~~FirstFire ~~months~~Note ~~ended~~remains ~~September 30~~outstanding, ~~2023~~we asshall ~~compared to $3~~not,~~738,089~~ ~~for~~without the ~~three~~FirstFire’s ~~months~~written ~~ended~~consent, ~~September 30~~sell, ~~2022.~~lease, ~~The~~or ~~decrease~~otherwise indispose of ~~net~~any ~~loss~~significant isportion ~~primarily attributable to the decrease~~ of ~~salaries~~our ~~and~~assets ~~wages,~~outside ~~operating~~the ~~expenses~~ordinary ~~and~~course ~~gross loss and gain from revaluation~~ of ~~the derivative and warranty liability~~business.

~~Nine~~Reverse ~~months~~Stock ~~ended September 30, 2023 and 2022~~Split

~~Net~~On ~~Revenue.~~May ~~Revenue~~20, ~~for~~2024, we filed a certificate of amendment to our amended and restated articles of incorporation with the ~~nine~~Secretary ~~months~~of ~~ended~~State ~~September~~of the 30State of Delaware to effect the 1-for-50 Reverse Stock Split, ~~2023~~which ~~decreased~~became 52effective the same day.2% Prior to $5the filing of the Certificate of Amendment,~~115~~ the Company had 100,~~680~~000,000 asshares ~~compared~~of toCommon ~~$10~~Stock authorized,~~712~~ out of which 57,~~363~~149,378 shares ~~for~~were issued and outstanding. As a result of the ~~nine~~filing of the Certificate of Amendment, and the resulting effectiveness of the ~~months~~Reverse ~~ended~~Stock ~~September~~Split, 30the 57,149,378 ~~2022~~shares asof athe ~~result~~Company’s Common Stock issued and outstanding immediately prior to the Reverse Stock Split were converted into 1,142,949 shares of ~~decrease~~the inCompany’s ~~poundage~~Common ~~sold~~Stock. ~~during~~The Reverse Stock Split did not change the ~~nine~~Company’s current ~~months~~authorized ~~ended~~number ~~September~~of 30shares of Common Stock, ~~2023~~or its par value. The Reverse Stock Split also did not change the Company’s authorized, or issued, and outstanding, number of shares of preferred stock, or its par value. Unless expressly stated in this registration statement, all share and per share information included herein has been adjusted to account for the Reverse Stock Split.

~~Cost~~As of ~~Goods~~August ~~Sold. Cost of goods sold for the nine months ended September 30~~5, ~~2023 decreased to $4~~2024,~~775,102~~ aswe ~~compared~~had ~~to $11~~2,~~431~~511,~~331 for~~458 ~~the~~shares ~~nine~~of ~~months~~Common ~~ended~~Stock ~~September~~and ~~30,~~no ~~2022.~~shares ~~This~~of ~~decrease~~preferred isstock ~~attributable~~issued toand ~~the decrease in poundage sold in the cost of goods~~outstanding.

~~Gross~~ATM Profit (Loss). Gross profit for the nine months ended September 30, 2023 increased to $340,578 as compared to gross (loss) of $718,968 in the nine months ended September 30, 2022. This increase is attributable to decrease in the cost of inventory.Agreement

~~Commissions~~On ~~Expense~~May 3, 2024, the Company entered into an At The Market Offering Agreement (the “ATM Agreement”) with H.C. ~~Commissions~~Wainwright ~~expense~~& Co., ~~decreased~~LLC, as sales agent (“Wainwright”), pursuant to which the Company may offer and sell, from time to time through Wainwright, shares of common stock for aggregate gross proceeds of up to $2,~~169~~199,769. ~~for~~pursuant to a shelf registration statement on Form S-3 (File No. 333-268564) and the ~~nine~~related ~~months~~prospectus, ~~ended~~as ~~September~~supplemented 30by a prospectus supplement, ~~2023~~dated ~~from~~May ~~$24~~3,~~051~~ ~~for~~2024 (the ~~nine~~“Registration ~~months ended~~Statement”) ~~September~~and ~~30,~~filed ~~2022.~~with ~~This~~the ~~decrease~~SEC ~~was~~on ~~due~~such todate. ~~lower~~The ~~commissionable~~Company ~~revenues~~intends ~~for~~to use the ~~nine~~net ~~months~~proceeds ~~ended~~from ~~September~~the 30offering, ~~2023~~if any, for working capital and general corporate purposes and to repay certain indebtedness.

Salaries and Wages Expense. Salaries and wages expense decreased to $1,298,358 for the nine months ended September 30, 2023 as compared to $1,498,703 for the nine months ended September 30, 2022. This decrease is mainly attributable to strategic reduction in salaries for the nine months ended September 30, 2023.

Depreciation and Amortization. Depreciation and amortization expense decreased to $33,091 for the nine months ended September 30, 2023 as compared to $426,364 for the nine months ended September 30, 2022. This decrease is attributable to lower depreciation due to the impairment of fixed assets and intangible assets in the year ended December 31, 2022.

Impairment Loss. Impairment loss decreased to $0 for the nine months ended September 30, 2023 as compared to $748,997 for the nine months ended September 30, 2022. This decrease is attributable to the impairment recognized on TOBC for the year ended December 31, 2022.

Other Operating Expense. Other operating expense decreased to $1,773,702 for the nine months ended September 30, 2023 from $1,930,753 for the nine months ended September 30, 2022. This decrease is mainly attributable to legal and professional related to our business operations.

~~Other~~Pursuant ~~Income.~~to ~~Other~~the ~~income~~ATM ~~decreased~~Agreement, ~~for~~Wainwright may sell shares in sales deemed to be “at-the-market” ~~nine~~equity ~~months~~offerings ~~ended~~as ~~September~~defined 30in Rule 415 promulgated under the Securities Act, ~~2023~~including sales made directly on or through the Nasdaq Capital Market. If agreed to ~~$25~~in a separate terms’ agreement,~~292~~ ~~from~~the ~~$68~~Company may sell shares to Wainwright as principal,~~899~~ ~~for~~at ~~the~~a ~~nine~~purchase ~~months~~price ~~ended~~agreed ~~September~~upon by Wainwright and the ~~30,~~Company. ~~2022~~Wainwright may also sell shares in negotiated transactions with the Company’s prior approval. ~~This~~The ~~decrease~~offer isand ~~mainly~~sale ~~attributable~~of the shares pursuant to the ~~decrease~~ATM inAgreement ~~fair~~will ~~value~~terminate upon the earlier of (a) the ~~Common~~issuance ~~Stock~~and ~~recorded~~sale of all of the shares subject to the ATM Agreement or (b) the termination of the ATM Agreement by Wainwright or the Company pursuant to the terms thereof. The Company has no obligation to sell any of the shares, and may at any time suspend offers under the Agreement or terminate the Agreement. The Company will pay Wainwright a commission of 3.0% of the aggregate gross proceeds from any shares sold by Wainwright and will reimburse Wainwright for certain specified expenses in connection with ~~Common~~entering ~~Stock issued~~into tothe ~~ClearThink~~ATM Agreement.

~~Interest~~On ~~Income.~~July ~~Interest~~12, ~~income~~2024 ~~increased~~we toamended ~~$40~~the ~~for~~prospectus supplement dated May 3, 2024 increasing the ~~nine~~amount ~~months~~of ~~ended~~shares ~~September~~of ~~30,~~Common ~~2023~~Stock ~~from~~we $0may ~~for~~offer and sell under the ~~nine~~Sales ~~months~~Agreement ~~ended~~to ~~September 30,~~an ~~2022.~~aggregate ~~The~~offering ~~increase~~price isof ~~attributable~~up to ~~the~~$5,377,860 ~~interest~~from ~~earned~~time onto antime ~~interest-bearing~~through ~~brokerage account~~Wainwright.

~~Loss~~Resignation ~~on Settlement~~ of ~~Debt.~~Chief ~~Loss~~Financial onOfficer ~~settlement~~and of debt increased to $977,188 for the nine months ended September 30, 2023 from $57,085 for the nine months ended September 30, 2022. The increase is attributable to the fair value of Common Stock issued was higher than the principal amount paid.Director

~~Change~~On inMay ~~Fair~~10, ~~Value~~2024, ofSilvia ~~Derivative~~Alana, ~~and~~a ~~Warrant~~director ~~Liabilities. Change in fair value~~ and ~~derivative and warrant liabilities increase to $1,339,791 for~~ the ~~nine~~Company’s ~~months~~Chief ~~ended~~Financial ~~September 30~~Officer, ~~2023~~notified ~~from $0 for~~ the ~~nine~~Company ~~months ended September 30, 2022. This increase is a result~~ of ~~the~~her ~~decrease in~~resignation from the ~~stock~~board ~~price~~ of ~~the~~directors ~~Company’s~~and ~~Common~~as ~~Stock~~Chief atFinancial ~~September 30~~Officer, ~~2023,~~effective asMay ~~compared~~28, ~~with the stock price at date of issuance of such Common Stock~~2024.

Interest Expense. Interest expense increased to $1,470,143 for the nine months ended September 30, 2023 from $893,146 for the nine months ended September 30, 2022. The increase is attributable to the amortization of the Lind ~~convertible~~Waiver ~~debt~~and ~~discounts.~~Acknowledge Agreement

~~Net Loss.~~On ~~Net~~August ~~loss was $~~3,~~848,950~~ ~~for~~2024 the ~~nine months ended September 30, 2023 as compared to $6,229,168 for the nine months ended September~~ ~~30,~~Company ~~2022.~~and ~~The~~Lind ~~decrease~~Global inFund ~~net~~II ~~loss~~LP is(“Lind”) ~~primarily~~entered ~~attributable~~into toa ~~the~~waiver ~~decrease of salaries~~ and ~~wages,~~acknowledgement ~~operating~~agreement ~~expenses and gross loss and gain from revaluation of~~ (the ~~derivative~~“Waiver ~~and warranty liability~~Agreement”).

The Company and Lind previously entered into that certain Securities Purchase Agreement, dated as of May 30, 2023, as amended on July 27, 2023 pursuant to which the Company issued Lind a senior convertible promissory note in the principal amount of $300,000.

The Company intends to engage in an at-the-market offering in connection with which HC Wainwright & Co, LLC or an affiliate thereof will act as placement agent (the “HCW ATM”)

Results of Operations

The following discussion and analysis of financial condition and results of operations of the Company is based upon, and should be read in conjunction with, the financial statements and accompanying notes elsewhere in this prospectus.

Three months ended March 31, 2024 and 2023

Net Revenue. Revenue for the three months ended March 31, 2024 increased 19.1% to $2,260,329 as compared to $1,898,439 for the three months ended March 31, 2023 as a result of an increase in poundage and new packaged seafood inventory sold during the three months ended March 31, 2024.

Cost of Goods Sold. Cost of goods sold for the three months ended March 31, 2024 increased to $2,089,567 as compared to $1,614,077 for the three months ended March 31, 2023. This increase is attributable to the increase in poundage and new packaged seafood inventory sold in the cost of goods and increases in inventory reserves.

Gross Profit. Gross profit for the three months ended March 31, 2024 decreased to $170,762 as compared to gross profit of $284,362 in the three months March 31, 2023. This decrease is attributable to the increase in inventory reserves for the three months ended March 31, 2024.

Commissions Expense. Commissions expense increased to $4,221 for the three months ended March 31, 2024 from $973 for the three months ended March 31, 2023. This increase was due to higher commissionable revenues for the three months ended March 31, 2024.

Salaries and Wages Expense. Salaries and wages expense decreased to $301,790 for the three months ended March 31, 2024 as compared to $530,838 for the three months ended March 31, 2023. This decrease is mainly attributable to a strategic reduction in salaries for the three months ended March 31, 2024.

Depreciation and Amortization. Depreciation and amortization expense decreased to $1,299 for the three months ended March 31, 2024 as compared to $2,669 for the three months ended March 31, 2023. This decrease is attributable to lower depreciation due to the impairment of fixed assets and intangible assets in the year ended December 31, 2022.

Other Operating Expense. Other operating expense increased to $705,651 for the three months ended March 31, 2024 from $700,090 for the three months ended March 31, 2023. This increase is mainly attributable to legal and professional fees related to our business operations.

Other Income. Other income decreased for the three months ended March 31, 2024 to $1,535 from $1,902 for the three months ended March 31, 2023. This decrease is mainly attributable to the collections by Coastal Pride of receivables existing prior to the acquisition of Coastal Pride by the Company during the three months ended March 31, 2023 and no such collection in the three months ended March 31, 2024.

Change in Fair Value of Derivatives and Warrants Liabilities. Change in fair value of derivatives and warrants liabilities increased to $82,636 for the three months ended March 31, 2024 from $0 for the three months ended March 31, 2023. This increase is attributable to the 2023 Lind notes embedded conversion feature due to the variable conversion price on the promissory notes.

Loss on Settlement of Debt. Loss on settlement of debt decreased to $0 for the three months ended March 31, 2024 from $648,430 for the three months ended March 31, 2023.

Interest Expense. Interest expense decreased to $335,067 for the three months ended March 31, 2024 from $354,666 for the three months ended March 31, 2023. The decrease is attributable to the lower amortization of the Lind convertible debt discounts.

Net Loss. Net loss was $1,093,095 for the three months ended March 31, 2024 as compared to $1,951,402 for the three months ended March 31, 2023. The decrease in net loss is primarily attributable to the decrease of salaries and wages, interest expense and loss on settlement of debt.

Liquidity and Capital Resources

The Company had cash of $~~488~~22,~~833~~298 as of ~~September~~March 3031, ~~2023~~2024. At ~~September~~March 3031, ~~2023~~2024, the Company had a working capital ~~deficit~~surplus of $1869,~~254~~797,~~840, including~~ including $~~768~~86,~~839~~038 in stockholder loans ~~that are subordinated to its working capital line of credit~~, and the Company’s primary sources of liquidity consisted of inventory of $12,~~990~~280,~~663~~480 and accounts receivable of $~~152~~910,~~954~~815.

The Company has historically financed its operations through the cash flow generated from operations, capital investment, notes payable and a working capital line of credit.

Cash (Used in) Operating Activities. Cash used in operating activities during the ~~nine~~three months ended ~~September~~March 3031, ~~2023~~2024 was $3679,~~112,126~~ 928 as compared to cash used in operating activities of $41,~~095~~406,~~243~~778 for the ~~nine~~three months ended ~~September~~March 3031, ~~2022~~2023. The decrease is primarily ~~attributable~~ attributable to decrease in inventory of $71,~~331~~126,~~680~~542 and decrease in payables of $31,~~738~~623,~~242~~191, offset by the increase in other current assets of $3148,~~076,240~~ 813 for the ~~nine~~three months ended ~~September~~March 3031, ~~2023~~2024 compared with the ~~nine~~three months ended ~~September~~March 3031, ~~2022~~2023.

Cash (Used in) Investing Activities. Cash used in investing activities for the ~~nine~~three months ended ~~September~~March 3031, ~~2023~~2024 was $~~132~~23,~~551~~146 as compared to cash used in investing activities of $~~549~~15,~~337~~351 for the ~~nine~~three months ended ~~September~~March 3031, ~~2022~~2023. The ~~decrease~~increase was mainly attributable to an aincrease ~~decrease~~ in the purchase of fixed assets for the ~~nine~~three months ended ~~September~~March 3031, ~~2023~~2024 compared to the ~~acquisition~~purchases of ~~the~~fixed ~~soft-shell crab~~assets ~~operations~~for ~~during~~ the three ~~nine~~ months ended ~~September~~March 3031, ~~2022~~2023.

Cash Provided by Financing Activities. Cash provided by financing activities for the ~~nine~~three months ended ~~September~~March 3031, ~~2023~~2024 was $3622,~~667,373 as~~626 as compared to cash provided by financing activities of $31,~~732~~515,~~734~~941 for the ~~nine~~three months ended ~~September~~March 3031, ~~2022~~2023. The decrease is mainly attributable due to the ~~pay-off~~increased repayments of ~~the~~short-term ~~working~~loans ~~capital~~and ~~line~~less ofproceeds ~~credit~~from ~~and~~common ~~the~~stock ~~2022~~offering ~~Lind Note~~ during the ~~nine~~three months ended ~~September 30~~March 31, ~~2023~~2024.

Working Capital Line of Credit

On March 31, 2021, Keeler & Co. and Coastal Pride entered into a loan and security agreement (“Loan Agreement”) with Lighthouse Financial Corp., a North Carolina corporation (“Lighthouse”). Pursuant to the terms of the Loan Agreement, Lighthouse made available to Keeler & Co. and Coastal Pride (together, the “Borrowers”) a $5,000,000 revolving line of credit for a term of thirty-six months, renewable annually for one-year periods thereafter. Amounts due under the line of credit were represented by a revolving credit note issued to Lighthouse by the Borrowers.

36The advance rate of the revolving line of credit was 85% with respect to eligible accounts receivable and the lower of 60% of the Borrowers’ eligible inventory, or 80% of the net orderly liquidation value, subject to an inventory sublimit of $2,500,000. Interest on the line of credit was the prime rate (with a floor of 3.25%), plus 3.75%. The Borrowers paid Lighthouse a facility fee of $50,000 in three instalments of $16,667 in March, April and May 2021 and paid an additional facility fee of $25,000 on each anniversary of March 31, 2021. On January 14, 2022, the maximum inventory advance under the line of credit was adjusted from 50% to 70% until June 30, 2022, 65% to July 31, 2022, 60% to August 31, 2022 and 55% to September 30, 2022 at a monthly fee of 0.25% on the portion of the loan in excess of the 50% advance in order to increase imports to meet customer demand. On July 29, 2022, the Loan Agreement was further amended to set the annual interest rate on the outstanding principal amount at 4.75% above the prime rate and to reduce the monthly required cash flow requirements beginning July 31, 2022. The amendment also updated the maximum inventory advance under the line of credit to 60% from August 31, 2022 through September 29, 2022 and 50% from September 30, 2022 and thereafter.

The advance rate of the revolving line of credit was 85% with respect to eligible accounts receivable and the lower of 60% of the Borrowers’ eligible inventory, or 80% of the net orderly liquidation value, subject to an inventory sublimit of $2,500,000. Interest on the line of credit was the prime rate (with a floor of 3.25%), plus 3.75%. The Borrowers paid Lighthouse a facility fee of $50,000 in three instalments of $16,667 in March, April and May 2021 and paid an additional facility fee of $25,000 on each anniversary of March 31, 2021. On January 14, 2022, the maximum inventory advance under the line of credit was adjusted from 50% to 70% until June 30, 2022, 65% to July 31, 2022, 60% to August 31, 2022 and 55% to September 30, 2022 at a monthly fee of 0.25% on the portion of the loan in excess of the 50% advance in order to increase imports to meet customer demand. On July 29, 2022, the Loan Agreement was further amended to set the annual interest rate on the outstanding principal amount at 4.75% above the prime rate and to reduce the monthly required cash flow requirements beginning July 31, 2022. The amendment also updated the maximum inventory advance under the line of credit to 60% from August 1, 2022 through December 31, 2022 and 50% thereafter.37

The line of credit was secured by a first priority security interest on all the assets of each Borrower. Pursuant to the terms of a guaranty agreement, the Company guaranteed the obligations of the Borrowers under the note and John Keeler, Executive Chairman and Chief Executive Officer of the Company, provided a personal guaranty of up to $1,000,000 to Lighthouse.

On June 16, 2023, the Company terminated the Loan Agreement and paid a total of approximately $108,400 to Lighthouse which included, as of June 16, 2023, an outstanding principal balance of approximately $93,400, accrued interest of approximately $9,900, and other fees incurred in connection with the line of credit of approximately $4,991. Upon the repayment of the total outstanding indebtedness owing to Lighthouse, the Loan Agreement and all other related financing agreements and documents entered into in connection with the Loan Agreement were deemed terminated.

During the nine months ended September 30, 2023, cash proceeds from the working capital line of credit totaled $2,405,034 and cash payments to the working capital line of credit totaled $4,182,971.

John Keeler Promissory Notes

From January 2006 through May 2017, Keeler & Co issued 6% demand promissory notes in the aggregate principal amount of $2,910,000 to John Keeler, our Chief Executive Officer and Executive Chairman. As of ~~September~~March 3031, ~~2023~~2024, approximately $~~768~~86,~~800~~038 of principal remains outstanding and approximately $392,~~900~~400 of interest was paid under the notes during the ~~nine~~three months ended ~~September~~March 3031, ~~2023~~2024. After satisfaction of ~~the~~ the terms of the subordination, the Company may prepay the notes at any time first against interest due thereunder. If an event of default occurs under the notes, interest will accrue at 18% per annum and if not paid within ten days of payment becoming due, the holder of the note is entitled to a late fee of 5% of the amount of payment not timely made. The Company made principal payments of $~~124~~79,~~161~~582 during the ~~nine~~three months ended ~~September~~March 3031, 2024. The Company made no principal payments during the three months ended March 31, 2023.

Lind Global Fund II LP notes

On January 24, 2022, the Company entered into a securities purchase agreement with Lind pursuant to which the Company issued Lind a secured, two-year, interest free convertible promissory note in the principal amount of $5,750,000 and a five-year warrant to purchase 1,000,000 shares of ~~Common~~common ~~Stock~~stock at an exercise price of $4.50 per share, subject to customary adjustments (501,000 shares of ~~Common~~common ~~Stock~~stock at an exercise price of $904,500 per share after taking into account the Company’s Reverse Stock Split). The warrant provides for cashless exercise and for full ratchet anti-dilution if the Company issues securities at less than $4.50 per share. In connection with the issuance of the note and the warrant, the Company paid a $150,000 commitment fee to Lind and approximately $87,000 of debt issuance costs.

The outstanding principal under the note was payable commencing July 24, 2022, in 18 consecutive monthly installments of $333,333, at the Company’s option, in cash or shares of ~~Common~~common ~~Stock~~stock at a price (the “Repayment Share Price”) based on 90% of the five lowest volume weighted average prices (“VWAP”) during the 20-days prior to the payment date with a floor price of $1.50 per share (the “Floor Price”), floor price of $301,500 per share after taking into account the Company’s Reverse Stock Split, or a combination of cash and stock provided that if at any time the Repayment Share Price is deemed to be the Floor Price, then in addition to shares, the Company will pay Lind an additional amount in cash as determined pursuant to a formula contained in the note.

In connection with the issuance of the note, the Company granted Lind a first priority security interest and lien on all of its assets, including a pledge on its shares in John Keeler & Co. Inc., its wholly-owned subsidiary, pursuant to a security agreement and a stock pledge agreement with Lind, dated January 24, 2022. Each subsidiary of the Company also granted a second priority security interest in all of its respective assets.

3738

The note was mandatorily payable prior to maturity if the Company issued any preferred stock (with certain exceptions described in the note) or, if the Company or its subsidiaries issued any indebtedness. The Company also agreed not to issue or sell any securities with a conversion, exercise or other price based on a discount to the trading prices of the Company’s stock or to grant the right to receive additional securities based on future transactions of the Company on terms more favorable than those granted to Lind, with certain exceptions.

If the Company failed to maintain the listing and trading of its ~~Common~~common ~~Stock~~stock, the note would become due and payable and Lind may convert all or a portion of the outstanding principal at the lower of the then current conversion price and 80% of the average of the 3-day VWAP during the 20 days prior to delivery of the conversion notice.

If the Company engages in capital raising transactions, Lind has the right to purchase up to 10% of the new securities.

The note was convertible into ~~Common~~common ~~Stock~~stock at $5.00 per share ($~~100~~5,000 per share after taking into account the Company’s Reverse Stock Split), subject to certain adjustments, at any time after the earlier of six months from issuance or the date the registration statement is effective; provided that no such conversion may be made that would result in beneficial ownership by Lind and its affiliates of more than 4.99% of the Company’s outstanding shares of ~~Common~~common ~~Stock~~stock. If shares were issued by the Company at less than the conversion price, the conversion price will be reduced to such price.

On September 15, 2023, the Company paid $2,573,142 to Lind and the note was extinguished.

On May 30, 2023, the Company entered into a securities purchase agreement with Lind pursuant to which the Company issued to Lind a secured, two-year, interest free convertible promissory note in the principal amount of $1,200,000 (the “Lind Note”) and a warrant (the “Lind Warrant”) to purchase ~~435~~8,~~035~~701 shares of ~~Common~~common ~~Stock~~stock of the Company commencing six months after issuance and exercisable for five years at an exercise price of $2122.4550 per share, for the aggregate funding amount of $1,000,000. The Lind Warrant includes cashless exercise and full ratchet anti-dilution provisions. In connection with the issuance of the Lind Note and the Lind Warrant, the Company paid Lind a $50,000 commitment fee. The proceeds from the sale of the Note and Warrant are for general working capital purposes.

On July 27, 2023, the Company, entered into a First Amendment to the securities purchase agreement (the “Purchase Agreement Amendment”) with Lind, pursuant to which the Company amended the securities purchase agreement, entered into with Lind as of May 30, 2023 in order to permit the issuance of further senior convertible promissory notes in the aggregate principal amount of up to $1,800,000 and warrants in such aggregate amount as the Company and Lind shall mutually agree.

Pursuant to the Purchase Agreement Amendment, the Company issued to Lind a two-year, interest free convertible promissory note in the principal amount of $300,000 and a warrant to purchase ~~175~~3,~~234~~505 shares of ~~Common~~common ~~Stock~~stock of the Company, for the aggregate amount of $250,000. In ~~connection~~ connection with the issuance of the note and the warrant, the Company paid a $12,500 commitment fee. The proceeds from the sale of the note and warrant are for general working capital purposes.

~~Year~~Agile ~~Ended December 31~~Lending, ~~2022~~LLC ~~compared to the Year Ended December 31, 2021~~Loans

~~Net~~In ~~Sales.~~order ~~Revenue~~to ~~for~~refinance interest due on the ~~year~~June ~~ended~~14, ~~December~~2023 31note issued to Agile, ~~2022~~on ~~increased~~January 282, 2024, the Company and Keeler & Co.0% entered into a subordinated business loan and security agreement with Agile and Agile Capital as collateral agent, which provides for a term loan to the Company in the amount of $12122,~~767~~491 which principal and interest (of $48,~~145~~996) asis ~~compared~~due on May 31, 2024. Commencing January 5, 2024, the Company is required to make weekly payments of $97,~~973,264~~795 ~~for~~until the ~~year~~due ~~ended~~date. ~~December~~The loan may be prepaid subject to a prepayment fee. 31An administrative agent fee of $5,833 ~~2021~~was aspaid aon ~~result~~the loan. A default interest rate of 5% will become effective upon the occurrence of an ~~increase~~event of default. In connection with the loan, Agile was issued a subordinated secured promissory note, dated January 2, 2024, in the ~~poundage~~principal ~~sold~~amount ~~during~~of $122,491 which note is secured by all of the ~~year~~Company’s ~~ended~~and ~~December~~Keeler 31& Co.’s assets, ~~2022~~including receivables.

~~Cost~~On ofMarch ~~Goods~~1, ~~Sold.~~2024, ~~Cost~~the ofBorrowers ~~goods~~entered ~~sold~~into a subordinated business loan and security agreement with Agile and Agile Capital as collateral agent, which provides for a term loan to the ~~year~~Company ~~ended~~in ~~December~~the 31amount of $210,000 ~~2022~~which ~~increased~~principal toand interest (of $1379,~~419~~800) is due on August 29,~~133~~ as2024. ~~compared~~Commencing toMarch $7,~~979~~ 2024,~~830~~ ~~for~~the Company is required to make weekly payments of $11,146 until the due date. The loan may be prepaid ~~year~~subject ~~ended~~to ~~December~~a 31prepayment fee. An administrative agent fee of $10,000 ~~2021~~was paid on the loan which was recognized as a debt discount and amortized over the term of the loan. ~~This~~In ~~increase~~connection iswith ~~attributable~~the toloan, ~~price~~Agile ~~increases~~was issued a subordinated secured promissory note, dated March 1, 2024, in ~~inventory~~the ~~affecting~~principal ~~its~~amount ~~related~~of ~~cost~~$210,000 which note is secured by all of ~~goods~~the Borrowers’ assets, including receivables.

Gross (Loss) Profit. Gross loss for the year ended December 31, 2022 is $651,988 as compared to gross profit of $1,993,434 for the year ended December 31, 2021. This increase is attributable to higher cost of goods sold compared to the cost of goods sold in the year ended December 31, 2021.39

38ClearThink Term Loan

~~Gross~~On January 18, 2024, the Company entered into the Revenue-Based Factoring MCA Plus Agreement with ClearThink Capital LLC (~~Loss~~“ClearThink”) which ~~Profit~~provides, ~~Margin.~~among ~~Gross~~other ~~loss~~things, ~~margin~~ for a 33-week term loan in the ~~year~~principal ~~ended~~amount ~~December~~of 31$200,000 ~~2022~~(with isan ~~5.1%~~additional asone-time ~~compared~~commitment fee toof ~~gross~~$50,000). ~~profit~~Interest ~~margin~~accrues at the rate of ~~20.0~~25% ~~for~~ ~~the~~per ~~year~~annum ~~ended~~with ~~December~~an 31additional 5% default interest rate or $50,000 ~~2021~~will be added to the principal amount and accrue after principal is paid. ~~This~~The ~~decrease~~Company is ~~attributable~~required to ~~sales~~make ~~price~~biweekly ~~decreases~~payments of ~~our~~$14,706, ~~product~~commencing ~~and~~February 1, ~~higher~~2024 ~~cost~~for the term of ~~inventory~~the Agreement. On January 25, 2024, the Company issued 7,092 shares of common stock to ClearThink as a commitment ~~purchased~~fee.

~~Commissions~~Underwritten Expenses. Commissions expenses decreased to $24,482 for the year ended December 31, 2022 from $42,332 for the year ended December 31, 2021. The decrease is attributable to lower commissionable revenues.Offering

~~Salaries~~On ~~and~~September ~~Wages~~11, ~~Expense.~~2023, ~~Salaries~~the Company offered and ~~wages~~sold ~~increased~~in a “best efforts” public offering pursuant to $2a registration statement on Form S-1,~~032,457~~ ~~for~~which was declared effective by the ~~year~~SEC ~~ended~~on ~~December~~September 317, ~~2022~~2023, asan ~~compared~~aggregate toof $113,~~827~~800 shares of common stock,~~607~~ ~~for~~together with ~~the~~Series ~~year~~A-1 ~~ended~~warrants ~~December~~to 31purchase up to 214,823 ~~2021.~~shares ~~This~~of ~~increase~~common isstock ~~primarily~~and ~~attributable~~Series A-2 warrants to ~~the~~purchase ~~full~~up ~~year~~to 214,823 shares of ~~salaries~~common stock ~~for~~(collectively, ~~TOBC~~the “Common Warrants”) and ~~new~~201,023 ~~employees~~pre-funded warrants (the “Pre-Funded Warrants”).

~~Depreciation~~Each share of common stock and ~~Amortization.~~Pre-Funded ~~Depreciation~~Warrants were sold together with a Series A-1 common stock purchase warrant to purchase one share of common stock and ~~amortization~~a ~~expense~~Series ~~increased~~A-2 common stock purchase warrant to ~~$584,386~~purchase one share of common stock. The shares of common stock or Pre-Funded Warrant and accompanying Common Warrants are immediately separable and were issued separately. The public offering price for each share of common stock and accompanying Common Warrants was $23.275. Each Common Warrant has an exercise price per share of $23.275 and will be exercisable beginning on the ~~year~~effective ~~ended~~date ~~December~~of ~~31,~~stockholder ~~2022~~approval asof ~~compared~~the toissuance of the shares upon exercise of the Common Warrants ~~$384,963~~(“Warrant ~~for~~Stockholder Approval”). The Series A-1 common stock purchase warrants will expire on the five-year ~~ended~~anniversary of ~~December~~the ~~31,~~effective ~~2021~~date of the Warrant Stockholder Approval. The ~~increase~~Series isA-2 ~~attributable~~common tostock ~~higher~~purchase ~~depreciation~~warrants ~~and~~will ~~amortization~~expire ~~due~~on tothe eighteen-month anniversary of the ~~acquisition~~effective date of the Warrant Stockholder Approval. The Pre-Funded Warrants are exercisable immediately, may be exercised at any time until all of ~~TOBC~~the Pre-Funded Warrants are exercised in full, and ~~soft-shell~~have ~~crab~~an ~~operations~~exercise price of $0.01. The Warrant Stockholder Approval has not yet been obtained.

~~Impairment~~The ~~Loss.~~shares ~~Impairment~~of ~~loss~~common ~~increased~~stock, Common Warrants and Pre-Funded Warrants were sold pursuant to ~~$5,797,906~~a ~~for~~securities ~~the~~purchase ~~year~~agreement. ~~ended~~H.C. ~~December~~Wainwright & 31Co., ~~2022~~LLC acted as ~~compared~~placement toagent ~~$374,300~~ for the ~~year~~offering ~~ended~~and ~~December 31,~~received ~~2021.~~a ~~This~~fee ~~increase~~of is7% ~~attributable~~of to the ~~impairments~~gross ~~recognized~~proceeds, onreimbursement ~~TOBC~~of ~~and~~$35,000 ~~Coastal~~in non-accountable ~~Pride~~expenses and $100,000 for ~~goodwill~~legal fees and ~~long~~out-~~lived~~of-pocket ~~assets~~expenses.

~~Other Operating Expense. Other operating expenses increased 17.5% to $2,522,764 for the year ended December 31, 2022 as compared to $2,147,873 for the year ended December 31,~~ 2021~~. This increase is primarily attributable to legal and professional fees and stock compensation expense~~ ~~associated~~Underwritten ~~with the acquisition of the soft-shell crab operations.~~Offering

~~Other~~On ~~Income.~~November ~~Other~~2, ~~income~~2021, ~~decreased~~the toCompany ~~$154,196~~entered ~~for~~into an underwriting agreement (the ~~year~~“Underwriting ~~ended~~Agreement”) ~~December~~with 31Newbridge Securities Corporation (“Newbridge”), ~~2022~~as ~~from~~representative ~~$498~~of the underwriters listed therein (the “Underwriters”),~~791~~ ~~for~~pursuant to which the ~~year~~Company ~~ended~~agreed ~~December~~to 31sell to the Underwriters in a firm commitment underwritten public offering (the “Offering”) an aggregate of 16,000 ~~2021~~shares of the Company’s common stock, at a public offering price of $250.00 per share. In addition, the ~~This~~Underwriters ~~decrease~~were isgranted ~~primarily~~an ~~attributable~~over-allotment option (the “Over-allotment Option”) for a period of 45 days to purchase up to an additional 2,400 shares of common stock. The Offering closed on November 5, 2021 and the ~~payroll~~common ~~protection~~stock ~~program~~began ~~loan~~trading ~~forgiveness~~on ~~granted~~the inNASDAQ Capital Market under the symbol “BSFC” on November 3, 2021. The Over-allotment Option was not exercised by the Underwriters.

~~Loss~~The onnet ~~Conversion~~proceeds ofto ~~Debt.~~the ~~Loss~~Company onfrom ~~conversion~~the ofOffering, ~~debt~~after ~~increased~~deducting tothe ~~$57~~underwriting discount,~~085~~ ~~for~~the underwriters’ fees and expenses and the ~~year~~Company’s ~~ended~~estimated ~~December~~Offering 31expenses, ~~2022~~were ~~from~~approximately $03,600,000. ~~for~~The Company used the ~~year~~net proceeds from the Offering for ~~ended~~general ~~December~~corporate 31purposes, ~~2021.~~including ~~This~~working ~~increase~~capital, isoperating ~~attributable~~expenses, toand ~~the~~capital ~~additional~~expenditures. ~~payments~~The ~~made~~Company tomay ~~Lind~~also byuse ~~the~~a ~~issuance~~ portion of ~~Common~~the ~~Stock~~net ~~due~~proceeds to a ~~decrease~~acquire or make investments in businesses, products, and offerings, although the ~~Repayment~~Company ~~Share~~does ~~Price~~not have agreements or commitments for any material acquisitions or investments at this time.

Interest Expense. Interest expense increased to $1,678,097 for the year ended December 31, 2022 as compared to $320,524 for the year ended December 31, 2021. This increase is attributable to the amortization of the Lind convertible debt discount.40

~~Net~~In ~~Loss.~~addition, ~~The~~pursuant ~~Company~~to ~~had~~the aterms ~~net~~of ~~loss~~the ofUnderwriting ~~$13,194,969~~Agreement ~~for~~and ~~the~~related ~~year~~“lock-up” ~~ended~~agreements, ~~December~~each 31director, ~~2022~~executive officer, asand ~~compared~~beneficial toowners aof ~~net~~over ~~loss~~10% of ~~$2,605,374 for~~ the ~~year~~Company’s ~~ended~~common ~~December~~stock ~~31,~~(for ~~2021.~~a ~~The~~period ~~increase~~of in180 ~~net~~days ~~loss~~after isthe ~~primarily~~date ~~attributable~~of tothe anfinal prospectus ~~increase~~relating into ~~salaries~~the ~~and wages~~Offering), ~~increases in~~have ~~depreciation and amortization~~agreed, ~~recognition~~subject ofto ~~impairment~~customary ~~losses~~exceptions, ~~for~~not ~~TOBC~~to ~~and~~sell, ~~Coastal~~transfer ~~Pride~~or ~~and~~otherwise ~~other~~dispose ~~expenses~~of ~~in connection with the~~securities ~~acquisition~~ of the ~~soft-shell~~Company, ~~crab~~without ~~operations and amortization of~~ the ~~Lind~~prior ~~convertible~~written ~~debt~~consent ~~discount~~of Newbridge.

On November 5, 2021, in connection with the November 2, 2021 Offering, the Company issued a warrant to purchase an aggregate of 56 shares of common stock at an exercise price of $5,000.00 per share to Newbridge. Such warrant expires on November 11, 2024.

Year Ended December 31, 2023 compared to the Year Ended December 31, 2022

Net Sales. Revenue for the year ended December 31, 2023 decreased 52.0% to $6,124,529 as compared to $12,767,145 for the year ended December 31, 2022 as a result of a decrease in poundage sold during the year ended December 31, 2023.

Cost of Goods Sold. Cost of goods sold for the year ended December 31, 2023 decreased to $5,966,452 as compared to $13,419,133 for the year ended December 31, 2022. This decrease is attributable to the decrease in poundage sold in the cost of goods.

Gross Profit (Loss). Gross profit for the year ended December 31, 2023 is $158,077 as compared to gross loss of $651,988 for the year ended December 31, 2022. This increase is attributable to higher market prices and lower cost of goods sold in comparison to the year ended December 31, 2022.

Gross Profit (Loss) Margin. Gross profit margin for the year ended December 31, 2023 is 2.6% as compared to gross loss margin of 5.1% for the year ended December 31, 2022. This increase is attributable to higher market prices and lower cost of goods sold in comparison to the year ended December 31, 2022.

Commissions Expenses. Commissions expenses decreased to $2,169 for the year ended December 31, 2023 from $24,482 for the year ended December 31, 2022. The decrease is attributable to lower commissionable revenues.

Salaries and Wages Expense. Salaries and wages decreased to $1,858,004 for the year ended December 31, 2023 as compared to $2,032,457 for the year ended December 31, 2022. This decrease is primarily attributable to a strategic reduction in salaries for the year ended December 31, 2023.

Depreciation and Amortization. Depreciation and amortization expense decreased to $4,521 for the year ended December 31, 2023 as compared to $584,386 for the year ended December 31, 2022. This decrease is attributable to lower depreciation due to the impairment of fixed assets and intangible assets in the year ended December 31, 2022.

Impairment Loss. Impairment loss decreased to $0 for the year ended December 31, 2023 as compared to $5,797,906 for the year ended December 31, 2022. This decrease is attributable to the impairment recognized on TOBC for the year ended December 31, 2022.

Other Operating Expense. Other operating expenses increased 0.1% to $2,525,661 for the year ended December 31, 2023 as compared to $2,522,764 for the year ended December 31, 2022. This increase is mainly attributable to an increase in legal and professional fees related to our business operations.

Other Income. Other income decreased to $12,708 for the year ended December 31, 2023 from $154,196 for the year ended December 31, 2022. This decrease is primarily attributable to lower collections received by Coastal Pride from previously written off receivables.

Loss on Conversion of Debt. Loss on conversion of debt increased to $977,188 for the year ended December 31, 2023 from $57,085 for the year ended December 31, 2022. This increase is attributable to the additional payments made to Lind by the issuance of common stock due to a decrease in the Repayment Share Price.

Change in Fair Value of Derivatives and Warrants Liabilities. Change in fair value of derivatives and warrants liabilities increased to $2,497,088 for the year ended December 31, 2023 from $0 for the year ended December 31, 2022. This increase is attributable to the 2023 Lind notes embedded conversion feature due to the variable conversion price on the agreements.

Interest Expense. Interest expense increased to $1,771,942 for the year ended December 31, 2023 as compared to $1,678,097 for the year ended December 31, 2022. This increase is mainly attributable to the amortization of the Lind convertible debt discount.

Net Loss. The Company had a net loss of $4,471,612 for the year ended December 31, 2023 as compared to a net loss of $13,194,969 for the year ended December 31, 2022. The decrease in net loss is primarily attributable to decreases in salaries and wages, decreases in depreciation and amortization, recognition of impairment losses for TOBC and Coastal Pride in 2022 that no longer applied in 2023 and decreases of other expenses of legal and professional fees.

Liquidity and Capital Resources

The Company had cash of $924,~~262~~163 as of December 31, ~~2022~~2023. At December 31, ~~2022~~2023, the Company had a working capital ~~deficit~~surplus of $3899,~~013~~215,~~281,~~ including $~~893~~165,~~000~~620 in stockholder loans that were subordinated to its working capital line of credit, as compared to a working capital ~~surplus~~deficit of $23,~~839~~013,~~477~~281 at December 31, ~~2021~~2022, including $~~960~~893,000 in stockholder loans. The Company’s primary sources of liquidity consisted of inventory of $42,~~808~~608,~~152~~521 and accounts receivable of $~~813~~534,~~416~~195 at December 31, ~~2022~~2023. The ~~decrease~~increase in working capital was due primarily to andecreases ~~increase~~ of inventory of $2,~~688~~023,~~711~~631 ~~netted~~and ~~against decreases in~~ accounts receivable of $~~417~~270,~~765~~881 ~~and~~netted against the ~~increase~~decreases in the ~~maturities~~working capital line of ~~long~~credit of $1,776,068 and maturities of short-term debt of $3,439,557.

The Company has historically financed its operations through the cash flow generated from operations, loans from stockholders and other related parties as well as a working capital line of credit and the sale of equity in private offerings.

AsCash of(Used ~~January~~in) 27Operating Activities. Cash used in operating activities during the year ended December 31, 2023 was $3,530,662 ~~the~~as ~~Company~~compared to ~~issued~~cash anused ~~aggregate~~in operating activities of ~~322~~$3,~~822~~618,811 ~~shares~~for the year ended December 31, 2022, representing a decrease of ~~Common~~$88,149. ~~Stock~~The decrease is primarily attributable to ~~Roth~~a ~~for~~decrease ~~the~~in ~~“at~~inventory of $5,455,560 netted against the ~~market”~~decreases ~~offering~~in deferred income of $62,336, accounts ~~pursuant~~receivable tonetted ~~its~~against ~~sales~~other ~~agreement~~current ~~with~~assets ~~Roth~~of $3,036,916 and decrease in payables netted against other current liabilities of $2,094,395 for the year ended December 31, 2023.

39Cash (Used in) Investing Activities. Cash used in investing activities for the year ended December 31, 2023 was $159,609 as compared to $695,275 cash used in investing activities for the year ended December 31, 2022. The decrease was a result of no acquisitions during the year ended December 31, 2023 compared to the acquisition of the soft-shell crab operations by Coastal Pride for the year ended December 31, 2022.

Cash ~~(Used~~Provided ~~in)~~by ~~Operating~~Financing Activities. Cash ~~used~~provided inby ~~operating~~financing activities ~~during~~for the year ended December 31, ~~2022~~2023 was $3,~~618~~676,~~811~~355 as compared to cash ~~used~~provided inby ~~operating~~financing activities of $43,~~833~~075,~~029~~400 for the year ended December 31, ~~2021, representing a decrease of $1,214,218~~2022. ~~The~~This ~~decrease~~ increase is ~~primarily~~mainly attributable to ~~an increase~~ in ~~inventory of $3,431,929 netted against~~ the ~~decreases~~private inplacement ~~deferred~~offering ~~income~~completed ~~of $62,336, accounts receivable netted against other current assets of $3,448,088 and increase~~ in ~~payables~~September ~~netted against other current liabilities of $356,399 for the year ended December 31, 2022~~2023.

Cash (Used in) Investing Activities. Cash used in investing activities for the year ended December 31, 2022 was $695,275 as compared to $773,410 cash used in investing activities for the year ended December 31, 2021. The decrease was attributable to the smaller acquisition of the soft-shell crab operations by Coastal Pride for the year ended December 31, 2022 compared to the TOBC acquisition in the year ended December 31, 2021.

Cash Provided by Financing Activities. Cash provided by financing activities for the year ended December 31, 2022 was $3,075,400 as compared to cash provided by financing activities of $6,480,540 for the year ended December 31, 2021. This decrease is mainly attributable to private placement offerings in 2021 compared to no such offerings in 2022.

Working Capital Line of Credit

On March 31, 2021, Keeler & Co. and Coastal Pride entered into a loan and security agreement (“Loan Agreement”) with Lighthouse ~~Financial Corp~~.~~, a North Carolina corporation (“Lighthouse”).~~ Pursuant to the terms of the Loan Agreement, Lighthouse made available to Keeler & Co. and Coastal Pride (together, the “Borrowers”) a $5,000,000 revolving line of credit for a term of thirty-six months, renewable annually for one-year periods thereafter. Amounts due under the line of credit are represented by a revolving credit note issued to Lighthouse by the Borrowers. As of December 31, 2022, the Company was in compliance with all financial covenants under the Loan Agreement, except for the requirement to maintain a greater than $50,000 cash flow in the months of July, August, September, October, November and December. Lighthouse has notified the Borrowers as to this default but has elected not to exercise its rights and remedies under the loan documents.

The advance rate of the revolving line of credit is 85% with respect to eligible accounts receivable and the lower of 60% of the Borrowers’ eligible inventory, or 80% of the net orderly liquidation value, subject to an inventory sublimit of $2,500,000. The inventory portion of the loan will never exceed 50% of the outstanding balance. Interest on the line of credit is the prime rate (with a floor of 3.25%), plus 3.75%. The Borrowers paid Lighthouse a facility fee of $50,000 in three instalments of $16,667 in March, April and May 2021 and paid an additional facility fee of $25,000 on March 31, 2022. In an effort to increase imports to meet customer demand, on January 14, 2022, the maximum inventory advance under the line of credit was adjusted from 50% to 70% until June 30, 2022, 65% until July 31, 2022, 60% until August 31, 2022, 55% until September 30, 2022, at a monthly fee of 0.25% on the portion of the loan in excess of the 50% advance. On July 29, 2022, the Loan Agreement was further amended to set the annual interest rate on the outstanding principal amount at 4.75% above the prime rate and to reduce the monthly required cash flow requirements beginning July 31, 2022. The amendment also updated the maximum inventory advance under the line of credit to 60% from August 1, 2022 through December 31, 2022 and 50% thereafter. As of December 31, 2022, the interest rate was 15.25% which includes a default rate of 3%.42

The advance rate of the revolving line of credit iswas ~~secured~~85% bywith arespect ~~first~~to ~~priority~~eligible ~~security~~accounts ~~interest~~receivable onand ~~all~~the lower of 60% of the ~~assets~~Borrowers’ eligible inventory, or 80% of ~~each~~the ~~Borrower.~~net ~~Pursuant~~orderly liquidation value, subject to ~~the~~an ~~terms~~inventory sublimit of a$2,500,000. ~~guaranty~~The inventory portion ~~agreement,~~of the ~~Company~~loan ~~guaranteed~~will never exceed 50% of the ~~obligations~~outstanding balance. Interest on the line of credit is the prime rate (with a floor of 3.25%), plus 3.75%. The Borrowers ~~under~~paid ~~the~~Lighthouse ~~note~~a ~~and~~facility ~~John~~fee ~~Keeler~~of $50,000 ~~Executive~~in ~~Chairman~~three instalments of $16,667 in March, April and ~~Chief~~May ~~Executive~~2021 and ~~Officer~~paid an additional facility fee of $25,000 on March 31, 2022. In an effort to increase imports to meet customer demand, on January 14, 2022, the ~~Company~~maximum inventory advance under the line of credit was adjusted from 50% to 70% until June 30, ~~provided~~2022, 65% until July 31, 2022, 60% until August 31, 2022, 55% until September 30, 2022, at a ~~personal~~monthly ~~guaranty~~fee of up0.25% on the portion of the loan in excess of the 50% advance. On July 29, 2022, the Loan Agreement was further amended to $set the annual interest rate on the outstanding principal amount at 4.75% above the prime rate and to reduce the monthly required cash flow requirements beginning July 31, 2022. The amendment also updated the maximum inventory advance under the line of credit to 60% from August 1,~~000~~ 2022 through December 31,~~000~~ to2022 ~~Lighthouse~~and 50% thereafter.

The ~~Borrowers~~line ~~utilized~~of ~~$784,450~~credit ofwas ~~the~~secured ~~Lighthouse~~by ~~revolving~~a ~~line~~first ofpriority ~~credit~~security tointerest ~~repay~~on all the ~~outstanding~~assets ~~indebtedness~~of ~~owed~~each Borrower. Pursuant to ~~ACF~~the asterms of ~~March~~a guaranty 31agreement, ~~2021.~~the AsCompany aguaranteed ~~result,~~the ~~all~~ obligations ~~owed~~of tothe ~~ACF~~Borrowers ~~were~~under ~~satisfied and~~ the ~~loan~~note ~~agreement~~and ~~with~~John ~~ACF~~Keeler, ~~was~~Executive ~~terminated.~~Chairman ~~The~~and ~~outstanding~~Chief ~~balance~~Executive ~~owed~~Officer toof ~~Lighthouse~~the asCompany, ofprovided ~~December~~a ~~31,~~personal ~~2022~~guaranty ~~was~~of up to $1,~~776~~000,~~068~~000 to Lighthouse.

On June 16, 2023, the Company terminated the Loan Agreement and paid an aggregate of approximately $108,400 to Lighthouse which included, as of June 16, 2023, an outstanding principal balance of approximately $93,400, accrued interest of approximately $9,900, and other fees incurred in connection with the line of credit of approximately $4,991. Upon the repayment of the total outstanding indebtedness owing to Lighthouse, the Loan Agreement and all other related financing agreements and documents entered into in connection with the Loan Agreement were deemed terminated.

During the year ended December 31, 2023, cash proceeds from the working capital line of credit totaled $2,405,034 and cash payments to the working capital line of credit totaled $4,182,971.

John Keeler Promissory Notes

From January 2006 through May 2017, Keeler & Co issued 6% demand promissory notes in the aggregate principal amount of $2,910,000 to John Keeler, our Chief Executive Officer and Executive Chairman. As of December 31, ~~2022~~2023, approximately $~~893~~165,~~000~~600 of principal remains outstanding and approximately $5550,~~350~~500 of interest was paid under the notes during the year ended December 31, ~~2022~~2023. These notes are subordinated to the Lighthouse note. After satisfaction of the terms of the subordination, the Company may prepay the notes at any time first against interest due thereunder. If an event of default occurs under the notes, interest will accrue at 18% per annum and if not paid within ten days of payment becoming due, the holder of the note is entitled to a late fee of 5% of the amount of payment not timely made. The Company made principal payments of $67157,~~000~~380 during the year ended December 31, ~~2022~~2023. During the year ended December 31, 2023, the Company issued 79,167 shares of its common stock to settle $570,000 principal of the subordinated notes.

Underwritten Offering

On ~~November~~September 211, ~~2021~~2023, the Company ~~entered~~offered ~~into~~and ansold ~~underwriting~~in ~~agreement~~a ~~(the~~ “~~Underwriting~~best ~~Agreement~~efforts”) ~~with~~public ~~Newbridge~~offering ~~Securities Corporation~~pursuant ~~(“Newbridge”),~~to asa ~~representative~~registration ofstatement on ~~the~~Form ~~underwriters listed therein (the “Underwriters”)~~S-1, ~~pursuant to~~ which ~~the~~was ~~Company~~declared ~~agreed~~effective toby ~~sell to~~ the ~~Underwriters~~SEC inon aSeptember ~~firm~~7, ~~commitment~~2023, ~~underwritten public offering (the “Offering”)~~ an aggregate of ~~800~~13,~~000~~800 shares of ~~the~~common ~~Company’s Common Stock~~stock, attogether awith Series ~~public~~A-1 ~~offering~~warrants ~~price~~to ofpurchase ~~$5.00~~up ~~per~~to ~~share. In addition~~214,823 ~~the~~shares ~~Underwriters were~~of ~~granted~~common anstock ~~over-allotment~~and ~~option~~Series ~~(the “Over~~A-~~allotment~~2 ~~Option”)~~warrants ~~for a period of 45 days~~ to purchase up to ~~an additional 120~~214,~~000~~823 shares of ~~Common~~common stock ~~Stock. The Offering closed on November 5~~(collectively, ~~2021 and~~ the “Common ~~Stock began trading on the NASDAQ Capital Market under the symbol “BSFC~~Warrants”) onand ~~November 3~~201,023 ~~2021. The Over~~pre-~~allotment~~funded ~~Option~~warrants ~~was not exercised by~~ (the ~~Underwriters~~“Pre-Funded Warrants”).

~~The~~Each ~~net~~share ~~proceeds~~of common stock and Pre-Funded Warrants were sold together with a Series A-1 common stock purchase warrant to ~~the~~purchase ~~Company~~one ~~from~~share of ~~the~~common ~~Offering,~~stock ~~after~~and ~~deducting~~a ~~the~~Series ~~underwriting~~A-2 ~~discount,~~common ~~the~~stock ~~underwriters’~~purchase ~~fees~~warrant to purchase one share of common stock. The shares of common stock or Pre-Funded Warrant and ~~expenses~~accompanying Common Warrants are immediately separable and were issued separately. The public offering price for each share ~~the~~of ~~Company’s~~common ~~estimated~~stock ~~Offering~~and ~~expenses,~~accompanying ~~were~~Common ~~approximately~~Warrants was $~~3,600,000~~0.4655. ~~The~~Each ~~Company~~Common isWarrant ~~using~~has an exercise price per share of $23.275 and will be exercisable beginning on the ~~net~~effective ~~proceeds~~date ~~from~~of stockholder approval of the ~~Offering~~issuance of the shares upon exercise of the Common Warrants ~~for~~(“Warrant ~~general~~Stockholder ~~corporate~~Approval”). ~~purposes,~~The ~~including~~Series ~~working~~A-1 ~~capital,~~common ~~operating~~stock ~~expenses,~~purchase ~~and~~warrants ~~capital~~will ~~expenditures~~expire on the five-year anniversary of the effective date of the Warrant Stockholder Approval. The ~~Company~~Series ~~may~~A-2 ~~also~~common ~~use~~stock apurchase ~~portion~~warrants will expire on the eighteen-month anniversary of the ~~net~~effective ~~proceeds~~date toof ~~acquire~~the orWarrant ~~make~~Stockholder ~~investments~~Approval. inThe ~~businesses,~~Pre-Funded ~~products,~~Warrants ~~and~~are ~~offerings~~exercisable immediately, ~~although~~may be exercised at any time until all of the ~~Company~~Pre-Funded ~~does~~Warrants ~~not~~are exercised in full, and have ~~agreements or~~an ~~commitments~~exercise ~~for~~price ~~any~~of ~~material~~$0.01. ~~acquisitions~~The orWarrant ~~investments~~Stockholder Approval athas ~~this~~not ~~time~~yet been obtained.

In addition, pursuant to the terms of the Underwriting Agreement and related “lock-up” agreements, each director, executive officer, and beneficial owners of over 10% of the Company’s Common Stock (for a period of 180 days after the date of the final prospectus relating to the Offering), have agreed, subject to customary exceptions, not to sell, transfer or otherwise dispose of securities of the Company, without the prior written consent of Newbridge.43

OnThe ~~November~~shares 5,of ~~2021~~common stock, inCommon ~~connection~~Warrants ~~with~~and ~~the~~Pre-Funded ~~Offering,~~Warrants ~~the~~were ~~Company~~sold ~~issued~~pursuant to a ~~warrant~~securities to purchase anagreement. ~~aggregate~~H.C. ofWainwright & 56Co.,~~000~~ ~~shares~~LLC ofacted ~~Common~~as ~~Stock at~~placement anagent ~~exercise~~for ~~price~~the offering and received a fee of ~~$5.00~~7% ~~per~~of ~~share~~the togross ~~Newbridge.~~proceeds, ~~Such~~reimbursement ~~warrant~~of ~~expires~~$35,000 onin non-accountable ~~November~~expenses 11and $100,000 ~~2024~~for legal fees and out-of-pocket expenses.

2021 Underwritten Offering

On November 2, 2021, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with Newbridge Securities Corporation (“Newbridge”), as representative of the underwriters listed therein (the “Underwriters”), pursuant to which the Company agreed to sell to the Underwriters in a firm commitment underwritten public offering (the “Offering”) an aggregate of 16,000 shares of the Company’s common stock, at a public offering price of $250.00 per share. In addition, the Underwriters were granted an over-allotment option (the “Over-allotment Option”) for a period of 45 days to purchase up to an additional 2,400 shares of common stock. The Offering closed on November 5, 2021 and the common stock began trading on the NASDAQ Capital Market under the symbol “BSFC” on November 3, 2021. The Over-allotment Option was not exercised by the Underwriters.

The net proceeds to the Company from the Offering, after deducting the underwriting discount, the underwriters’ fees and expenses and the Company’s estimated Offering expenses, were approximately $3,600,000. The Company used the net proceeds from the Offering for general corporate purposes, including working capital, operating expenses, and capital expenditures. The Company may also use a portion of the net proceeds to acquire or make investments in businesses, products, and offerings, although the Company does not have agreements or commitments for any material acquisitions or investments at this time.

In addition, pursuant to the terms of the Underwriting Agreement and related “lock-up” agreements, each director, executive officer, and beneficial owners of over 10% of the Company’s common stock (for a period of 180 days after the date of the final prospectus relating to the Offering), have agreed, subject to customary exceptions, not to sell, transfer or otherwise dispose of securities of the Company, without the prior written consent of Newbridge.

Lind Global Fund II LP investment

On January 24, 2022, the Company entered into a securities purchase agreement with Lind Global Fund II LP, a Delaware limited partnership (“Lind”), pursuant to which the Company issued to Lind a secured, two-year, interest free convertible promissory note in the principal amount of $5,750,000 and a five-year warrant to purchase 1,000,000 shares of ~~Common~~common ~~Stock~~stock of the Company at an exercise price of $4.50 per share, subject to customary adjustments (2,500 shares of common stock at an exercise price of $4,500 per share after taking into account the Company’s Reverse Stock Split). The warrant provides for cashless exercise and for full ratchet anti-dilution if the Company issues securities at less than $4.50 per share (exercise price of $4,500 per share after taking into account the Company’s Reverse Stock Split). In connection with the issuance of the note and the warrant, the Company paid a $150,000 commitment fee to Lind and approximately $87,000 of debt issuance costs.

The outstanding principal under the note is payable commencing July 24, 2022, in 18 consecutive monthly installments of $333,333, at the Company’s option, in cash or shares of ~~Common~~common ~~Stock~~stock at a price (the “Repayment Share Price”) based on 90% of the five lowest volume weighted average prices (“VWAP”) during the 20-days prior to the payment date with a floor price of $1.50 per share (the “Floor Price”) (floor price of $1,500 per share after taking into account the Company’s Reverse Stock Split), or a combination of cash and stock provided that if at any time the Repayment Share Price is deemed to be the Floor Price, then in addition to shares, the Company will pay Lind an additional amount in cash as determined pursuant to a formula contained in the note.

The note is mandatorily payable prior to maturity if the Company issues any preferred stock (with certain exceptions described in the note) or, if the Company or its subsidiaries issues any indebtedness other than certain amounts under the ~~current~~then line of credit facility with Lighthouse. The Company also agreed not to issue or sell any securities with a conversion, exercise or other price based on a discount to the trading prices of the Company’s stock or to grant the right to receive additional securities based on future transactions of the Company on terms more favorable than those granted to Lind, with certain exceptions.

If the Company fails to maintain the listing and trading of its ~~Common~~common ~~Stock~~stock, the note will become due and payable and Lind may convert all or a portion of the outstanding principal at the lower of the then current conversion price and 80% of the average of the 3-day VWAP during the 20 days prior to delivery of the conversion notice.

If the Company engages in capital raising transactions, Lind has the right to purchase up to 10% of the new securities.

The note is convertible into ~~Common~~common ~~Stock~~stock at $5.00 per share ($5,000 per share after taking into account the Company’s Reverse Stock Split), subject to certain adjustments, at any time after the earlier of six months from issuance or the date the registration statement is effective; provided that no such conversion may be made that would result in beneficial ownership by Lind and its affiliates of more than 4.99% of the Company’s outstanding shares of ~~Common~~common ~~Stock~~stock. If shares are issued by the Company at less than the conversion price, the conversion price will be reduced to such price.

~~Upon~~On aSeptember ~~change of control of the Company~~15, ~~as defined in the note~~2023, ~~Lind has~~ the ~~right to require the~~ Company topaid ~~prepay 10% of the outstanding principal amount of the note. The Company may prepay the outstanding principal amount of the note~~$2,573,142 ~~provided~~to Lind ~~may~~and ~~convert up to 25% of~~ the ~~principal amount of the~~ note atwas ~~a price per share equal to the lesser of the Repayment Share Price or the conversion price~~extinguished. ~~The Note contains certain negative covenants, including restricting the Company from certain distributions, stock repurchases, borrowing, sale of assets, loans and exchange offers.~~

~~Upon~~On anMay ~~event~~30, of2023, ~~default~~the asCompany ~~described~~entered ininto ~~the~~a ~~note,~~securities ~~the~~purchase ~~note~~agreement ~~will~~with ~~become~~Lind ~~immediately~~pursuant ~~due~~to ~~and~~which ~~payable~~the atCompany issued to Lind a ~~default~~secured, two-year, interest ~~rate~~free ofconvertible ~~125%~~promissory ~~of the~~note ~~then~~in ~~outstanding~~the principal amount. ~~Upon~~of $1,200,000 (the “Lind Note”) and a ~~default~~warrant (the “Lind Warrant”) to purchase 8,701 ~~all~~shares orof acommon ~~portion~~stock of the ~~outstanding~~Company ~~principal~~commencing ~~amount~~six ~~may~~months beafter ~~converted~~issuance ~~into~~and ~~shares~~exercisable for five years at an exercise price of ~~Common~~$122.50 ~~Stock~~per byshare, for the aggregate funding amount of $1,000,000. The Lind atWarrant includes cashless exercise and full ratchet anti-dilution provisions. In connection with the ~~lower~~issuance of the ~~conversion~~Lind ~~price~~Note and ~~80%~~the ofLind Warrant, the ~~average~~Company paid Lind a $50,000 commitment fee. The proceeds from the sale of the ~~three~~Note ~~lowest~~and ~~daily~~Warrant ~~VWAPs~~are for general working capital purposes.

~~During~~On ~~the~~July ~~year ended December 31~~27, ~~2022~~2023, the Company, ~~made~~entered ~~principal~~into ~~payments~~a onFirst Amendment to the ~~note~~securities ~~totaling~~purchase $1agreement (the “Purchase Agreement Amendment”) with Lind,~~666,666~~ ~~through~~pursuant to which the ~~issuance~~Company ofamended anthe ~~aggregate of~~securities ~~666~~purchase agreement,~~666~~ ~~shares~~entered into with Lind as of ~~Common~~May ~~Stock~~30, ~~and~~2023 ~~cash~~in ~~payments~~order to permit the issuance of ~~$1,175,973~~further ~~which~~senior ~~included~~convertible ~~$899,999~~promissory notes in the aggregate principal ~~payments~~amount ~~and~~of ~~additional~~up ~~payments~~to $1,800,000 and warrants ~~requested~~in bysuch ~~Lind~~aggregate ~~pursuant~~amount toas the ~~terms~~Company ofand ~~the~~Lind ~~note~~shall mutually agree.

~~Basis~~Pursuant to the Purchase Agreement Amendment, the Company issued to Lind a two-year, interest free convertible promissory note in the principal amount of ~~Presentation~~$300,000 and a warrant to purchase 3,505 shares of common stock of the Company commencing six months after issuance and exercisable for five years at an exercise price of $67.00 per share, for the aggregate amount of $250,000. In connection with the issuance of the note and the warrant, the Company paid a $12,500 commitment fee. The proceeds from the sale of the note and warrant are for general working capital purposes.

~~The~~Agile following discussion highlights our results of operations and the principal factors that have affected our financial condition as well as our liquidity and capital resources for the periods described and provides information that management believes is relevant for an assessment and understanding of the statements of financial condition and results of operations presented herein. The following discussion and analysis are based on our unaudited financial statements contained in this Quarterly Report, which we have prepared in accordance with United States generally accepted accounting principles. You should read the discussion and analysis together with such financial statements and the related notes thereto.Loan

In order to refinance interest due on the June 14, 2023 note issued to Agile, on January 2, 2024, the Company, and Keeler & Co. entered into a subordinated business loan and security agreement with Agile and Agile Capital as collateral agent, which provides for a term loan to the Company in the amount of $122,491 which principal and interest (of $48,996) is due on May 31, 2024. Commencing January 5, 2024, the Company is required to make weekly payments of $7,795 until the due date. The loan may be prepaid subject to a prepayment fee. An administrative agent fee of $5,833 was paid on the loan. A default interest rate of 5% will become effective upon the occurrence of an event of default. In connection with the loan, Agile was issued a subordinated secured promissory note, dated January 2, 2024, in the principal amount of $122,491 which note is secured by all of the Borrower’s assets, including receivables.

ClearThink Term Loan

On January 18, 2024, the Company entered into the Revenue-Based Factoring MCA Plus Agreement with ClearThink which provides, among other things, for a 33-week term loan in the principal amount of $200,000 (with an additional one-time commitment fee of $50,000). Interest accrues at the rate of 25% per annum with an additional 5% default interest rate in the event of circumstances described in the agreement or $50,000 will be added to the principal amount and accrue after principal is paid. The Company is required to make biweekly payments of $14,706, commencing February 1, 2024 for the term of the Agreement. On January 25, 2024, the Company issued 7,092 shares of common stock to ClearThink as a commitment fee.

Critical Accounting Policies and Estimates

Valuation of Goodwill and Long-Lived Assets

Goodwill and long-lived assets include the cost of the acquired business in excess of the fair value of the net assets recorded in connection with an acquisition. Long-lived assets include customer relationships, non-compete agreements, trademarks and fixed assets. For goodwill, our policy is to assess for impairment at year-end or whenever events or changes in circumstances indicate that the carrying value may not be recoverable. For long-lived assets, we assess for impairment only if events occur that indicate that the carrying amount of an asset may not be recoverable.

Annually, we assess the recoverability of goodwill and long-lived assets by determining whether the fair values exceed the carrying values of these assets. For long-lived assets, we use the income method, which uses a forecast of the expected future net cash flows associated with each asset. These cash flows are then adjusted to present value by applying an appropriate discount rate that reflects the risk factors associated with the cash flow streams. Our goodwill testing may be performed utilizing either a qualitative or quantitative assessment; however, if a qualitative assessment is performed and we determine that the fair value of a reporting unit is more likely than not (i.e., a likelihood of more than 50 percent) to be less than its carrying amount, a quantitative test is performed.

42When using a quantitative test, we arrive at our estimates of fair value using a discounted cash flow analysis. Our assessment for impairment of goodwill and long-lived assets compared the fair value of the reporting unit to the corresponding carrying value. If the carrying value of the asset exceeds its fair value, an impairment loss is recognized in an amount equal to the excess. An annual impairment analysis for goodwill and long-lived assets was completed for Coastal Pride and TOBC due to the lower forecasted revenues and gross losses recognized in the year ended December 31, 2022 as a result of the effect of the COVID-19 pandemic on the Company’s business. Based on our year-end 2022 annual impairment analysis for goodwill and long-lived assets, we recorded an impairment loss on customer relationships, trademarks, non-compete agreements and fixed assets of $1,595,677, $1,006,185, $78,116 and $1,873,619, respectively, related to Coastal Pride and TOBC. For goodwill, the analysis concluded an impairment of $1,244,309 related to Coastal Pride and TOBC for year ended December 31, 2022. No impairment was recognized for the year ended December 31, 2023.

When using a quantitative test, we arrive at our estimates of fair value using a discounted cash flow analysis. Our assessment for impairment of goodwill and long-lived assets compared the fair value of the reporting unit to the corresponding carrying value. If the carrying value of the asset exceeds its fair value, an impairment loss is recognized in an amount equal to the excess. An annual impairment analysis for goodwill and long-lived assets was completed for Coastal Pride and TOBC due to the lower forecasted revenues and gross losses recognized in the year ended December 31, 2022 as a result of the effect of the COVID-19 pandemic on the Company’s business. Based on our year-end 2022 annual impairment analysis for goodwill and long-lived assets, we recorded an impairment loss on customer relationships, trademarks, non-compete agreements and fixed assets of $1,595,677, $1,006,185, $78,116 and $1,873,619, respectively, related to Coastal Pride and TOBC. For goodwill, the analysis concluded an impairment of $1,244,309 related to Coastal Pride and TOBC for year ended December 31, 2022.46

The fair value conclusions as of December 31, ~~2022~~2023 are highly sensitive to changes in the assumptions used in the income approach, which include forecasted revenues, perpetual growth rates, among others, all of which require significant judgments by management.

Fair value of the reporting unit is therefore determined using significant unobservable inputs, or level 3 in the fair value hierarchy. The Company has used recent historical performance, current forecasted financial information, and broad-based industry and economic statistics as a basis to estimate the key assumptions utilized in the forecasted cash flow model. These key assumptions are inherently uncertain and require a high degree of estimation and judgment and are subject to change based on future changes, industry and global economic and geo-political conditions, and the timing and success of the implementation of current strategic initiatives.

Inventories

Substantially all of the Company’s inventory consists of packaged crab meat located at a public cold storage facility and merchandise in transit from suppliers. The Company also has eggs and fish in process inventory from TOBC. The cost of inventory is primarily determined using the specific identification method for crab meat. Fish in process inventory is measured based on the estimated biomass of fish on hand. The Company has established a standard procedure to estimate the biomass of fish on hand using counting and sampling techniques. Inventory is valued at the lower of cost or net realizable value, cost being determined using the first-in, first-out method for crab meat and using various estimates and assumptions in regard to the calculation of the biomass, including expected yield, market value of the biomass, and estimated costs of completion.

Merchandise is purchased cost and freight shipping point and becomes the Company’s asset and liability upon leaving the suppliers’ warehouse. The Company had in-transit inventory of approximately $1974,~~598,~~000 and $1,~~182~~598,000 as of December 31, ~~2022~~2023 and December 31, ~~2021~~2022, respectively.

The Company periodically reviews the value of items in inventory and records an allowance to reduce the carrying value of inventory to the lower of cost or net realizable value based on its assessment of market conditions, inventory turnover and current stock levels. Inventory write-downs are charged to cost of goods sold. ~~For~~The ~~the year ended December 31, 2022, the~~ Company recorded an inventory ~~adjustment~~allowance ~~to reduce the carrying value~~ of ~~inventory~~$176,000 tofor the ~~lower~~year ofended ~~cost~~December ~~or net realizable value in the amount of $743~~31,~~218 which was charged to cost~~ ~~of goods sold~~2023.

Revenue Recognition

The Company recognizes revenue in accordance with Accounting Standards Codification (ASC) 606, Revenue from Contracts with Customers, as such, we record revenue when our customer obtains control of the promised goods or services in an amount that reflects the consideration which the Company expects to receive in exchange for those goods or services. The Company’s source of revenue is from importing blue and red swimming crab meat primarily from Mexico, Indonesia, the Philippines and China and distributing it in the United States and Canada under several brand names such as Blue Star, Oceanica, Pacifika, Crab & Go, First Choice, Good Stuff and Coastal Pride Fresh and steelhead salmon and rainbow trout fingerlings produced by TOBC under the brand name Little Cedar Farms for distribution in Canada. We sell primarily to food service distributors. We also sell our products to wholesalers, retail establishments and seafood distributors.

To determine revenue recognition for the arrangements that the Company determines are within the scope of Topic 606, the Company performs the following five steps: (1) identify the contract(s) with a customer by receipt of purchase orders and confirmations sent by the Company which includes a required line of credit approval process, (2) identify the performance obligations in the contract which includes shipment of goods to the customer FOB shipping point or destination, (3) determine the transaction price which initiates with the purchase order received from the customer and confirmation sent by the Company and will include discounts and allowances by customer if any, (4) allocate the transaction price to the performance obligations in the contract which is the shipment of the goods to the customer and transaction price determined in step 3 above and (5) recognize revenue when (or as) the entity satisfies a performance obligation which is when the Company transfers control of the goods to the customers by shipment or delivery of the products.

4347

The Company elected an accounting policy to treat shipping and handling activities as fulfillment activities. Consideration payable to a customer is recorded as a reduction of the arrangement’s transaction price, thereby reducing the amount of revenue recognized, unless the payment is for distinct goods or services received from the customer.

Recent Accounting Pronouncements

ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40).

In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40). The ASU simplifies the accounting for certain financial instruments with characteristics of liabilities and equity. The FASB reduced the number of accounting models for convertible debt and convertible preferred stock instruments and made certain disclosure amendments to improve the information provided to users. In addition, the FASB amended the derivative guidance for the “own stock” scope exception and certain aspects of the earnings per share (“EPS”) guidance. The guidance is effective for smaller reporting companies for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company adopted the ASU effective January 1, 2022 and applied the provisions of the ASU to the convertible note issued during the year ended December 31, 2022.

ASU 2016-13 Financial Instruments – Credit Losses (Topic 326)

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which requires entities to use a forward-looking, expected loss model to estimate credit losses. It also requires entities to consider additional disclosures related to credit quality of trade and other receivables, including information related to management’s estimate of credit allowances. ASU 2016-13 was further amended in November 2018 by ASU 2018-19, Codification Improvements to Topic 236, Financial Instrument-Credit Losses. For public business entities that are U.S. Securities and Exchange Commission (SEC) filers excluding smaller reporting companies, the amendments are effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. For all other public business entities, the amendments are effective for fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. On October 16, 2019, FASB voted to delay implementation of ASU No. 2016-13, “Financial Instruments-Credit Losses (Topic 326) - Measurement of Credit Losses on Financial Instruments.” For all other entities, the amendments are now effective for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. On November 15, 2019, FASB issued an Accounting Standard Update No. 2019-10 to amend the implementation date to fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. Early adoption is permitted for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. AsThe Company adopted this ASU ~~became~~related to ~~effective~~its trade receivables on January 1, 2023, ~~the Company continues to evaluate the impact of these amendments to the Company’s financial position~~ and ~~results~~determined ofthere ~~operations and~~was ~~currently expects~~ no material impact offrom the adoption of the ~~amendments~~ASU on the Company’s consolidated financial statements.

Reverse Stock Split

On May 20, 2024, we filed a certificate of amendment to our amended and restated articles of incorporation with the Secretary of State of the State of Delaware to effect the 1-for-50 Reverse Stock Split, which became effective the same day. The Reverse Stock Split did not change the Company’s current authorized number of shares of Common Stock, or its par value. The Reverse Stock Split also did not change the Company’s authorized, or issued, and outstanding, number of shares of preferred stock, or its par value. Unless expressly stated in this registration statement, all share and per share information included herein has been adjusted to account for the Reverse Stock Split.

Off-Balance Sheet Arrangements

We currently have no off-balance sheet arrangements.

4448

DESCRIPTION OF BUSINESS

History

We were incorporated on October 17, 2017 in the State of Delaware as a blank check company to be used as a vehicle to pursue a business combination with an unidentified target. Following the Merger (as described below), we changed our name from “AG Acquisition Group II, Inc.” to “Blue Star Foods Corp.” and succeeded to the business of Keeler & Co.

Merger

On November 8, 2018 (the “Closing Date”), we entered into an Agreement and Plan of Merger and Reorganization (the “Merger Agreement”), with Keeler & Co., Blue Star Acquisition Corp., our newly formed, wholly-owned Florida subsidiary (“Acquisition Sub”), and John Keeler, Keeler & Co’s sole stockholder (the “Sole Stockholder”). Pursuant to the terms of the Merger Agreement, Acquisition Sub merged with and into Keeler & Co, which was the surviving corporation and thus became our wholly-owned subsidiary (the “Merger”).

At the Closing Date, each of the 500 shares of Common Stock of Keeler & Co issued and outstanding immediately prior to the closing of the Merger were converted into 30,000 shares of our Common Stock. As a result, an aggregate of 15,000,000 shares of our Common Stock were issued to the Sole Stockholder.

At the effective time of the Merger, the Company redeemed an aggregate of 9,250,000 shares of Common Stock from the pre-Merger stockholders of the Company (the “Pre-Merger Holders”) for cancellation by the Company (the “Share Redemption”) and, as a result, the Pre-Merger Holders retained an aggregate of 750,000 shares of Common Stock after the Merger, representing a value of $1.5 million. The shares were redeemed in consideration for the direct benefit the Pre-Merger Holders will receive in connection with the consummation of the Merger.

Offering

Concurrently with the closing of the Merger, we closed a private placement offering (the “Offering”) in which we sold an aggregate of 725 units of our securities (the “Units”) at a purchase price of $1,000 per Unit, for aggregate gross proceeds of $725,000. Each Unit consisted of one share of the Company’s 8% Series A convertible preferred stock, par value $0.0001 per share (the “Series A Stock”) and a three-year warrant (the “Warrant”) to purchase one-half of one share of Common Stock for every share of Common Stock that would be received upon conversion of a share of Series A Stock (the “Warrant Shares”), at an exercise price of $2.40. The Series A Stock is convertible into shares (the “Conversion Shares”) of the Company’s Common Stock, at a conversion rate of $2.00 per share (the “Conversion Rate”). We issued 353,250 Warrant Shares in the Offering, which Warrant Shares are exercisable independently of any conversion of Series A Stock. The net proceeds of the Offering were used by the Company for general corporate purposes. All of the Series A Stock have been converted to shares of the Company’s Common Stock.

Company Settlement

Effective upon the closing of the Merger, we issued an aggregate of 688 Units to eleven “accredited investors” (the “Settlement Parties”) for each such individual or entity entering into a settlement and mutual general release agreement (the “Settlement Agreement”) with the Company in full and complete settlement and satisfaction and release of claims such Settlement Parties may have against the Company (the “Company Settlement”).

Upon the closing of the Merger, (i) options to purchase an aggregate of 104 shares of Keeler & Co’s Common Stock at an exercise price of $10,000 per share, which were outstanding immediately prior to the closing of the Merger, were converted into a ten-year immediately exercisable options to purchase an aggregate of 3,120,000 shares of Common Stock at an exercise price of $0.333 (which option was subsequently terminated unexercised), and (ii) a ten-year option to purchase 3,120,000 shares of Common Stock at an exercise price of $2.00, which vested one-year from the date of grant.

Changes to the Board of Directors and Executive Officers

On the Closing Date of the Merger, the then-current directors and Chief Financial Officer and Chief Executive Officer of the Company resigned from all such positions as directors and officers of the Company and were replaced by new officers and directors.

Lock-ups

In connection with the Merger, each of our executive officers and directors after giving effect to the Merger (the “Restricted Holders”) and each of the Pre-Merger Holders, holding at the closing date of the Merger an aggregate of 750,000 shares of our Common Stock, entered into lock-up agreements (the “Lock-Up Agreements”), whereby the Restricted Holders were restricted for a period of 18 months and the Pre-Merger Holders were restricted for 12 months, after the Merger (the “Restricted Period”), from sales or dispositions (including pledges) in excess of 50% of all of the Common Stock held by (or issuable to) them and at a price below $2.20 per share (such restrictions together the “Lock-Up”). Notwithstanding such restrictions, during the Restricted Period (i) the Restricted Holders may transfer up to 10% of their shares to a charitable organization which agrees to be bound by such Lock-Up restrictions and (ii) the Pre-Merger Holders may transfer up to 10% of their shares to a third party which agrees to be bound by such Lock-Up restrictions. From and after the Restricted Period, neither the Restricted Holders nor the Pre-Merger Holders may sell, dispose or otherwise transfer more than one-third of the Common Stock held by such Holder in any two-month period.

Redemption from Pre-Merger Holders

In connection with the Merger, the Company redeemed an aggregate of 9,250,000 shares of Common Stock from the Company’s Pre-Merger Holders for cancellation by the Company (the “Share Redemption”) and, as a result, the stockholders retained an aggregate of 750,000 shares of Common Stock after the Merger (the “Retained Shares”), representing a value of $1.5 million. The shares were redeemed in consideration for the direct benefit the Pre-Merger Holders will receive in connection with the consummation of the Merger.

Our authorized capital stock currently consists of 100,000,000 shares of Common Stock, and 5,000,000 shares of the preferred stock, of which 10,000 shares have been designated as Series A Stock. Our Common Stock is not traded on any exchange. Our Common Stock was quoted on the OTC pink sheets under the symbol “BSFC” since February 18, 2020. Our Common Stock was approved for listing on NASDAQ under the symbol “BSFC” and began trading on November 3, 2021.

Coastal Pride Acquisition

On November 26, 2019, Keeler & Co., Inc. (the “Purchaser”) entered into an Agreement and Plan of Merger and Reorganization (the “Coastal Merger Agreement”) with Coastal Pride Company, Inc., a South Carolina corporation, Coastal Pride Seafood, LLC (“Coastal Pride”), a Florida limited liability company and newly-formed, wholly-owned subsidiary of Keeler & Co. (the “Acquisition Subsidiary” and, upon the effective date of the Coastal Merger, the “Surviving Company), and The Walter F. Lubkin, Jr. Irrevocable Trust dated 1/8/03 (the “Trust”), Walter F. Lubkin III (“Lubkin III”), Tracy Lubkin Greco (“Greco”) and John C. Lubkin (“Lubkin”), constituting all of the shareholders of Coastal Pride Company, Inc. immediately prior to the Coastal Merger (collectively, the “Sellers”). Pursuant to the terms of the Coastal Merger Agreement, Coastal Pride Company, Inc. merged with and into the Acquisition Subsidiary, with the Acquisition Subsidiary being the surviving company (the “Coastal Merger”).

Coastal Pride is a seafood company, based in Beaufort, South Carolina, that imports pasteurized and fresh crabmeat sourced primarily from Mexico and Latin America and sells premium branded label crabmeat throughout North America.

Pursuant to the terms of the Coastal Merger Agreement, the following consideration was paid by Keeler & Co.: (i) an aggregate of $394,622 in cash; (ii) a five-year 4% promissory note in the principal amount of $500,000 (the “Lubkin Note), issued by Keeler & Co. to Walter Lubkin Jr. (“Walter Jr.”); (iii) three-year 4% convertible promissory notes in the aggregate principal amount of $210,000 (collectively, the “Sellers Notes” and together with the Lubkin Note, the “Notes”), issued by Keeler & Co. to Greco, Lubkin III and Lubkin, pro rata to their ownership of Coastal Pride Company, Inc. immediately prior to the Coastal Merger; (iii) 500,000 shares of Common Stock of the Company, issued to Walter Lubkin, Jr. (the “Walter Jr. Shares”); and (iii) an aggregate of 795,000 shares of Common Stock of the Company, issued to Greco, Lubkin III and Lubkin, pro rata to their ownership of Coastal Pride Company, Inc. immediately prior to the Coastal Merger (together with the Walter Jr. Shares, the “Consideration Shares”).

The Notes are subject to a right of offset against the Coastal Sellers’ indemnification obligations as described in the Coastal Merger Agreement and are subordinate and subject to prior payment of all indebtedness of John Keeler under the Loan Agreement with Lighthouse Financial Corp., a North Carolina corporation (“Lighthouse”).

Principal and interest under the Lubkin Note are payable quarterly, commencing February 26, 2020, in an amount equal to the lesser of (i) $25,000 and (i) 25% of the Surviving Company’s quarterly earnings before interest, tax, depreciation and amortization.

One-sixth of the principal and interest under the Sellers Notes are payable quarterly commencing on August 26, 2021. The Sellers Notes are convertible into shares of Common Stock of the Company at the Seller’s option, at any time after the first anniversary of the date of the Note, at the rate of one share for each $2.00 of principal and/or interest so converted (the “Conversion Shares”).

Keeler & Co. has the right to prepay the Notes in whole or in part at any time without penalty or premium.

On April 15, 2021, the Company issued an aggregate of 16,460 shares of Common Stock to the Seller’s in lieu of payment in cash of accrued interest in the aggregate amount of $39,504 under the Sellers’ Notes.

At the effective time of the Coastal Merger, the Coastal Sellers entered into leak-out agreements (each, a “Leak-Out Agreement”) pursuant to which the Coastal Sellers and Walter Jr. may not directly or indirectly pledge, sell, or transfer any of the Consideration Shares or Conversion Shares, or enter into any swap or other arrangement that transfers any of the economic consequences of ownership of any such shares for one year from the date of the Coastal Merger. Thereafter, each Seller and Walter Jr. may transfer up to 25% of the aggregate of the Consideration Shares and the Conversion Shares held by such person, in each successive six-month period.

In connection with the Coastal Merger, Lubkin III and Greco agreed to serve as president and chief financial officer, respectively, of the Surviving Company.

ACF Finco I, LP (“ACF”) and Keeler & Co. were parties to a loan and security agreement, originally dated as of August 31, 2016. As a condition to ACF’s waiver of certain events of default under the Loan Agreement, and consent to the formation of the Acquisition Subsidiary and the Coastal Merger, the Acquisition Subsidiary and Keeler & Co. entered into the Joinder and Seventh Amendment to the Loan Agreement which resulted, among other things, in Coastal Pride becoming an additional borrower under the Loan Agreement. On March 31, 2021, Keeler & Co. and Coastal Pride entered into a loan and security agreement (the “Loan Agreement”) with Lighthouse Financial Corp., a North Carolina corporation (“Lighthouse”), and the loan with ACF was extinguished.

Taste of BC Aquafarms Acquisition

On April 27, 2021, we entered into a stock purchase agreement (the “SPA”) with TOBC, and Steve Atkinson and Janet Atkinson (the “TOBC Sellers”), the owners of all of the capital stock of TOBC (the “TOBC Shares”) pursuant to which we acquired all of the TOBC Shares from the TOBC Sellers for an aggregate purchase price of CAD$4,000,000, subject to adjustment based upon the amount of TOBC’s working capital on the closing date (the “Purchase Price”) as follows: (i) CAD$1,000,000 in cash, pro rata with each TOBC Seller’s ownership of TOBC (ii) by the issuance to each TOBC Seller of a non-interest bearing promissory note in the aggregate principal amount of CAD$200,000, with a maturity date of November 30, 2021, with the principal amount of each note to be pro rata with each TOBC Seller’s ownership of TOBC, and secured by a Company guarantee and a general security agreement creating a security interest over certain assets of the Company, and (iii) 987,741 shares of Common Stock, (representing CAD$2,800,000 of shares based on USD$2.30 per share) with each TOBC Seller receiving a pro rata portion of such shares based upon the total number of TOBC shares held by such TOBC Seller.

On June 24, 2021, the SPA was amended to increase the purchase price to an aggregate of CAD$5,000,000 and the TOBC acquisition closed. Pursuant to the amendment, on August 3, 2021, an aggregate of 344,957 shares of Common Stock (representing CAD$1,000,000 of additional shares calculated at USD$2.30 per share) was put in escrow until the 24-month anniversary of the closing. If, within 24 months of the closing, TOBC has cumulative revenue of at least CAD$1,300,000, the TOBC Sellers will receive all of the escrowed shares. If, as of the 24-month anniversary of the closing, TOBC has cumulative revenue of less than CAD$1,300,000, the TOBC Sellers will receive a prorated number of the escrowed shares based on the actual cumulative revenue of TOBC as of such date.

In addition to the foregoing consideration, at the time of the closing, the Company provided CAD$488,334 to TOBC for the extinguishment of certain of TOBC’s existing debt.

The shares of Common Stock received by the TOBC Sellers are subject to a leak-out restriction commencing on the date of issuance, as follows: (i) up to 25% may be sold after 12 months; (ii) up to 50% may be sold after 18 months; (iii) up to 75% may be sold after 24 months; and (iv) up to 100% may be sold after 30 months.

The TOBC Seller’s non-interest-bearing promissory notes were paid in full at maturity.

In connection with the TOBC acquisition, the TOBC Sellers entered into four-year confidentiality, non-competition and non-solicitation agreements with the Company.

Gault Seafood Asset Acquisition

On February 3, 2022, Coastal Pride entered into an asset purchase agreement with Gault Seafood, LLC, a South Carolina limited liability company ( “Gault Seafood”), and Robert J. Gault II, President of the Seller (“Gault”) pursuant to which Coastal Pride acquired all of Gault Seafood’s right, title and interest in and to assets relating to Gault Seafood’s soft-shell crab operations, including intellectual property, equipment, vehicles and other assets used in connection with the soft-shell crab operations. Coastal Pride did not assume any liabilities in connection with the acquisition. The purchase price for the assets consisted of a cash payment in the amount of $359,250 and the issuance of 167,093 shares of Common Stock of the Company with a fair value of $359,250.

Coastal Pride also entered into a consulting agreement with Gault under the terms of which Gault will provide consulting services to Coastal Pride at the rate of $100 per hour, however, the first 45 days of services will be provided at no cost. Gault also agreed not to compete with Coastal Pride and its affiliates for a period of five years in any market in which Coastal Pride is operating or is considering operating or solicit employees, consultants, customers or suppliers or in any way interfere with Coastal Pride’s business relationships for a five-year period, Gault is also bound by customary confidentiality provisions. The Consulting Agreement may be terminated by either party upon five days written notice and by Costal Pride immediately for cause.

In connection with the asset acquisition, Coastal Pride will lease 9,050 square feet from Gault for $1,000 per month under a one-year lease agreement and will continue to operate the acquired soft-shell crab operations at such location in Beaufort, South Carolina unless a new facility is earlier completed.

Overview

We are an international seafood company based in Miami, Florida that imports, packages and sells refrigerated pasteurized crab meat, and other premium seafood products. Our current source of revenue is from ~~importing~~purchasing blue and red swimming crab meat primarily from ~~Indonesia,~~ ~~the~~our ~~Philippines~~largest ~~and~~supplier ~~China~~in Miami and distributing it in the United States and Canada under several brand names such as Blue Star, Oceanica, Pacifika, Crab & Go, First Choice, Good Stuff and Coastal Pride Fresh, and steelhead salmon and rainbow trout fingerlings ~~produced~~ produced under the brand name Little Cedar Farms for distribution in Canada. The crab meat which we import is processed in 13 plants ~~throughout~~ throughout Southeast Asia. Our suppliers are primarily via co-packing relationships, including two affiliated suppliers. We sell primarily to food service distributors. We also sell our products to wholesalers, retail establishments and seafood distributors.

We seek to create a vertically integrated seafood company that offers customers high quality products while maintaining a focus on our core values of delivering food safety, traceability and certified resource sustainability. Our companies include:

	John Keeler & Co., Inc. (“Keeler & Co.”) doing business as Blue Star Foods, which imports, packages and sells refrigerated pasteurized crab meat sourced primarily from Southeast Asia and other premium seafood products;

	Coastal Pride Seafood, LLC (“Coastal Pride”) which imports pasteurized and fresh crab meat sourced primarily from Mexico and Latin America and sells premium branded label crab meat throughout North America;

	Taste of BC Aquafarms, Inc. (“TOBC”), a land-based recirculating aquaculture systems (“RAS”) salmon farming operation, which sells its steelhead salmon to distributors in Canada; and

	Afritex Ventures Inc., (“AVI”), a commercial manufacturer of food products.

Strategy

We plan to grow the Company organically by continuing to increase our customer base and by introducing new high-value product lines and categories, as well as strategically acquiring companies that focus on additional species and proprietary technologies that we believe we can integrate into a larger, diversified company.

Operating Companies

We operate through the following subsidiary companies:

Keeler & Co., doing business as Blue Star Foods, is an international seafood company that imports, packages and sells refrigerated pasteurized crab meat sourced primarily from Southeast Asia and other premium seafood products.

Keeler & Co. purchases the majority of our crab product (Portunus Pelagicus and Portunus Haanii) from processors which source the crab meat from local fishermen in Indonesia, the Philippines, Thailand, Vietnam, Sri Lanka and India, to whom we pay a premium in order to outfit their boats with a proprietary GPS-based system. This system allows us to trace where the crab product originates and ensure that only mature crabs are being harvested by the use of collapsible traps and not gill nets.

The crab meat is purchased directly from processors with whom we have long-standing relationships, that have agreed to source their product in a sustainable manner. All crab meat is sourced under the Company’s U.S Food & Drug Administration (“FDA”) approved Hazard Analysis Critical Control Point (“HACCP”) Plan. Additionally, all suppliers are certified by the British Retail Consortium (the “BRC”) and are audited annually to ensure safety and quality of our product.

The imported crab meat is processed in six out of the ten plants available throughout Southeast Asia. Our suppliers are primarily via co-packing relationships, including two affiliated suppliers. We sell primarily to food service distributors. We also sell our products to wholesalers, retail establishments and seafood distributors.

We have created a technology platform that tracks the product through its entire chain of custody and collects and transmits various data to the Company in real-time, from the loading site to the packing plant, through the sorting and pasteurization process and the exporting process to the end customer. Our technology allows our customers access to their “Scan on Demand” QR code-enabled traceability application.

Our premium proprietary brands, Blue Star, Pacifika and Oceanica are differentiated in terms of quality and price point.

We believe that we utilize best-in-class technology, in both resource sustainability management and ecological packaging.

Coastal Pride is a seafood company, based in Beaufort, South Carolina, that imports pasteurized and fresh crab meat (Portunus Pelagicus, Portunus Haanii and Callinectes) sourced primarily from Mexico and Latin America and sells premium branded label crab meat throughout North America.

It has three premium branded label products, First Choice, Good Stuff and Coastal Pride Fresh.

TOBC is a land-based recirculating aquaculture system (“RAS”) farming operation located in Nanaimo, British Columbia, Canada with an annual production capacity of approximately 100 tons. It produces steelhead salmon and rainbow trout fingerlings under the brand name Little Cedar Farms for distribution in Canada.

TOBC’s RAS facility has been operated as a model farm for the development of salmon RAS technology. We currently intend to refine this model farm into a 150-ton standardized module that will be replicated in the development of future farms. The next facility we hope to build, subject to sufficient resources, will have 10 such modules, for a total production capacity of 1,500 tons.

The current RAS facility is in an insulated, bio-secure structure in which culture conditions are controlled. The primary RAS system is composed of thirteen culture tanks, a drum filter, a fluidized sand bed biofilter and a low head oxygenator and employs an efficient gravity fed low head arrangement which reduces energy use as compared to other RAS designs. Additionally, there are two independent partial reuse finishing tank systems.

Weekly harvests of approximately two tons of salmon are stunned and bled at the farm and then processed as fresh iced head on gutted (“HOG”) fish at a Canadian Food Inspection Agency approved processing facility. Currently, TOBC sells its salmon mainly to two wholesale seafood distributors in Canada.

Eggs are purchased from two primary suppliers and are hatched approximately every eight weeks. TOBC’s hatchery is composed of a recirculating system that utilizes an upwelling “heath stack” incubator and five tanks with moving bed biofiltration. The fish are then transferred to the main RAS system approximately 12 weeks post hatch. TOBC’s feed is largely terrestrial based from grains and other non-marine ingredients.

We believe that the faster life cycle from birth to harvesting of our salmon, as compared to conventional salmon, allows it to be produced more economically in contained, land-based RAS farms. Although RAS farms require greater capital investment than the sea cage approach, we believe that the higher costs are offset by more efficient growth and a shorter transportation distance to market.

Branded Products

Filing Compare · Blue Star Foods Corp.