What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2021-04-15 compared with 2020-05-29 · 167 added, 203 removed, 265 unchanged (58% of the section changed)

1 unchanged sentence

combination with an unidentified target.

Prior to the Merger (as defined below), we engaged in organizational efforts.

the Merger, we discontinued our prior activities of seeking a business for a merger or acquisition.

In connection with the Merger,

the Company changed its name from “AG Acquisition Group II, Inc.”

Since inception and prior to the Merger (as defined below), we only engaged in organizational

Following the Merger, we discontinued our prior activities of seeking a business for a merger or acquisition.

In connection

with the Merger, we changed our name from “AG Acquisition Group II, Inc.”

to “Blue Star Foods Corp.”

and succeeded

to the business of John Keeler & Co., Inc., d/b/a Blue Star Foods, a Florida corporation formed on May 5, 1995 (“

& Co.”), an international seafood company that imports, packages and sells refrigerated pasteurized crab meat, and other

premium seafood products, including crab cakes, finfish and wakami salad, as its sole line of business.

succeeded to the business of Keeler & Co., which was formed on May 15, 1995.

November 8, 2018 (the “Closing Date”), we entered into an Agreement and Plan of Merger and Reorganization (the “Merger

17 unchanged sentences

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 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.

(the “Series A Stock”), initially convertible into shares (the

“Conversion Shares”) of the Company’s Common Stock, at a conversion rate of $2.00 per share, and (ii) 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 equal to $2.40.

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

The net proceeds of the Offering were used by the Company for general corporate purposes.

upon the closing of the Merger, we issued an aggregate of 688 Units to eleven “accredited investors”

17 unchanged sentences

to the Board of Directors and Executive Officers

the Closing Date of the Merger, Laura Anthony and Howard Gostfrand, the then-current directors and Chief Financial Officer and

Chief Executive Officer of the Company, respectively, resigned from all such positions as directors and officers of the Company

and were replaced by new officers and directors.

Immediately following the closing of the Merger, our board of directors was reconstituted

to consist of John Keeler, Carlos Faria, Christopher Constable and Nubar Herian.

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.

connection with the Merger, each of our executive officers and directors after giving effect to the Merger (the “Restricted

13 unchanged sentences

connection with the Merger, the Company redeemed an aggregate of 9,250,000 shares of Common Stock from the Company’s Pre-Merger

stockholders (the “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.

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.

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 or quoted on the

OTC Markets, and there is no public market for our Common Stock.

Our Common Stock is not traded on any exchange.

Our Common Stock

has been quoted on the OTC pink sheets under the symbol “BSFC”

since February 18, 2020.

Currently, there is a limited

trading market for our Common Stock.

Pride Acquisition

1 unchanged sentence

(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”),

Coastal Pride Seafood, LLC, 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.

(the “Coastal Merger Agreement”) with Coastal Pride Company, Inc., a South Carolina corporation, Coastal Pride Seafood,

LLC, 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.

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 immediately prior to the Coastal Merger (collectively, the “Sellers”).

Lubkin III (“Lubkin III”), Tracy Lubkin Greco

(“Greco”) and John C.

Lubkin (“Lubkin”), constituting all of the shareholders of Coastal Pride Company,

immediately prior to the Coastal Merger (collectively, the “Sellers”).

Pursuant to the terms of the Coastal

Merger Agreement, Coastal Pride merged with and into the Acquisition Subsidiary, with the Acquisition Subsidiary being the surviving

company (the “Coastal Merger”).

Merger Agreement, Coastal Pride Company, Inc.

merged with and into the Acquisition Subsidiary, with the Acquisition Subsidiary

being the surviving company (the “Coastal Merger”).

Pride is a seafood company, based in Beaufort, South Carolina, that imports pasteurized and fresh crabmeat sourced primarily from

1 unchanged sentence

to the terms of the Coastal Merger Agreement, the following consideration was paid by Keeler & Co.:

an aggregate of $394,622 in cash (the “Cash Consideration”);

a five-year 4% promissory note in the principal amount of $500,000 (the “Lubkin Note), issued by Keeler & Co.

(i) an aggregate of $394,622

(ii) a five-year 4% promissory note in the principal amount of $500,000 (the “Lubkin Note), issued by Keeler &

to Walter Lubkin Jr.

(“Walter Jr.”);

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, Walter III and Lubkin, pro rata

to their ownership of Coastal Pride immediately prior to the Merger;

500,000 shares of common stock of the Company, issued to Walter Lubkin, 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,

(the “Walter Jr.

Shares”);

an aggregate of 795,000 shares of common stock of the Company, issued to Greco, Walter III and Lubkin, pro rata to their ownership

of Coastal Pride immediately prior to the Coastal Merger (together with the Walter Jr.

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”).

1 unchanged sentence

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 ACF

Finco I LP (“ACF”), as described below.

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”).

and interest under the Lubkin Note are payable quarterly, commencing February 26, 2020, in an amount equal to the lesser of (i)

5 unchanged sentences

Shares”).

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

the effective time of the Coastal Merger, the Sellers entered into leak-out agreements (each, a “Leak-Out

Agreement”) pursuant to which the 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.

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

the effective time of the Coastal Merger, the Sellers entered into leak-out agreements (each, a “Leak-Out Agreement”)

pursuant to which the 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.

connection with the Coastal Merger, Lubkin III and Greco agreed to serve as president and chief financial officer, respectively,

of the Surviving Company.

Agreement with ACF

and Keeler & Co.

are parties to a Loan and Security Agreement, originally dated as of August 31, 2016 (as amended, the “Loan

Agreement”).

Keeler & Co.’s obligations under the Loan Agreement are guaranteed by the Company.

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 (the “Seventh Amendment”) which resulted, among other things, in the Surviving Company becoming an

additional borrower under the Loan Agreement.

Finco I, LP (“ACF”) and Keeler & Co.

were parties to a loan and security agreement, originally dated as of August

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.

are an international seafood company that imports, packages and sells refrigerated pasteurized crab meat, and other premium seafood

Our current source of revenue is from importing blue and red swimming crab meat primarily from Indonesia, Philippines

and China and distributing it in the United States, Canada and Europe under several premium brand names such as Blue Star, Oceanica,

Pacifika, Crab & Go, First Choice, Good Stuff and Coastal Pride Fresh.

Our products are also sold in Mexico, Central America,

the Caribbean, the European Union, the United Arab Emirates, Singapore and Hong Kong.

The crab meat which we import is processed

in 13 plants throughout Southeast Asia.

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.

The crab meat which we import is processed in 13 plants throughout

Southeast Asia.

Our suppliers are primarily via co-packing relationships, including two affiliated suppliers.

We sell primarily to food service distributors.

We sell primarily

to food service distributors.

We also sell our products to wholesalers, retail establishments and seafood distributors.

30 unchanged sentences

warehouse facility in Miami, Florida is the only crab meat facility audited by the BRC (graded A++) in the U.S.

We have created several brands of crab meat that are well regarded amongst our customers and are differentiated by

product quality and price point.

have created several brands of crab meat that are well regarded amongst our customers and are differentiated by product quality

and price point.

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

5 unchanged sentences

It is an affordable choice to help reduce

food cost without sacrificing the look / taste of dishes.

food cost without sacrificing the look and taste of dishes.

+ Go Premium Seafood is geared towards millennials as part of the trend toward prepackaged grab and go items.

is packaged in flexible foil pouches.

+ Go Premium Seafood is geared towards millennials as part of the trend toward prepackaged

grab and go items.

The product is packaged in flexible foil pouches.

Brand is packed with good quality Portunus Pelagicus specie crab in the Philippines & Indonesia

Brand is packed with good quality Portunus Pelagicus specie crab in the Philippines and Indonesia.

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

Stuff is a premium brand packed with the high quality Callinectes specie crab from Mexico.

Brand is packed with Callinectes Sapidus crab from Venezuela & The USA.

Another major point of differentiation from our competitors is our use of sustainable and ethical packaging.

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.

Since their introduction in 2003, these pouches have saved in excess

of one million metric tons of carbon dioxide emissions versus metal can packaging material.

Brand is packed with Callinectes Sapidus crab from Venezuela and the United States.

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.

Since their introduction in 2003, these pouches have saved in excess of one million metric tons

of carbon dioxide emissions versus metal can packaging material.

general, the international seafood industry is intensely competitive and highly fragmented.

15 unchanged sentences

the population has grown, so has per capita consumption.

World per capita apparent fish consumption increased from an average

of 9.9 kg in the 1960s to 14.4 kg in the 1990s and 19.7 kg in 2013, with preliminary estimates for 2014 and 2015 pointing

towards further growth beyond 20 kg.

Per capita food fish consumption grew from 9.0 kg (live weight equivalent)

in 1961 to 20.5 kg in 2018, by about 1.5% per year.

and Agriculture Organization of the United Nations “The State of the World Fisheries and Aquaculture –

total capture fishery production in 2014 was 93.4 million tons, of which 81.5 million tons from marine waters and 11.9 million

tons from inland waters (3).

total capture fishery production in 2018 reached 96.4 million tons, an increase of 5.4 percent from the average of the previous

three years, of which 84.4 million tons from marine waters and 12.0 million tons from inland waters.

and Agriculture Organization of the United Nations “The State of the World Fisheries and Aquaculture –

seafood comes is sourced is changing in order to meet the demand.

In 2014, a milestone was reached when the aquaculture sector’s

contribution to the supply of fish for human consumption overtook that of wild-caught fish for the first time (4).

aquaculture production in 2018 reached 114.5 million tons in live weight, of which 51.3 million tons came from inland aquaculture.

and Agriculture Organization of the United Nations “The State of the World Fisheries and Aquaculture –

3 unchanged sentences

total number of fishing vessels in the world in 2018 is estimated at about 4.6 million, with the fleet in Asia being the largest,

consisting of 3.5 million vessels and accounting for 75 percent of the global fleet, followed by Africa (15%), Latin America

and the Caribbean (6%), North America (2%) and Europe (2%) (5).

consisting of 3.1 million vessels and accounting for 68 percent of the global fleet, followed by the Americas (14%), Europe

(10%), Africa (7%), and Oceania (1%).

and Agriculture Organization of the United Nations “The State of the World Fisheries and Aquaculture –

3 unchanged sentences

demand from end-customers for seafood products.

The Company also currently intends to introduce new species, including lobster

tails, fin fish and other specialty seafood proteins in the next 18 months.

–We also currently intend to evaluate strategic acquisitions in the fragmented seafood industry.

The Company also currently intends to enter the recirculation aquaculture systems

(“RAS”) space with high value seafood species such as Steel Head Salmon and Soft-Shell Blue Crab.

We also currently intend to evaluate strategic acquisitions in the fragmented seafood industry.

We believe that such potential

12 unchanged sentences

cost without sacrificing the look / taste of dishes.

+ Go Premium Seafood is geared towards millennials as part of the trend toward prepackaged grab and go items.

The product is packaged

in flexible foil pouches.

Brand is Packed with good quality Portunus Pelagicus specie crab in the Philippines & Indonesia.

Choice is a quality brand packed with Portunus Haanii crab.

Meat from Malaysia.

Stuff is a premium brand packed with high quality Callinectes specie from Mexico.

Pride fresh Brand is packed with Callinectes Sapidus from Venezuela & The USA.

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

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

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

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

+ Go Premium Seafood is geared towards millennials as part of the trend toward pre-packaged, grab-and-go items.

5 unchanged sentences

Additionally, all

suppliers are certified by the BRC grade A and are audited annually to ensure safety and quality.

Company has three suppliers which accounted for approximately 63% of the Company’s total purchases during the year ended

suppliers are certified grade A by the BRC and are audited annually to ensure safety and quality.

Company had five suppliers which accounted for approximately 65% of the Company’s total purchases during the year ended

December 31, 2020.

These three suppliers are located in the United States, Indonesia and the Philippines, which accounted for

approximately 90% of the Company’s total purchases during 2019.

These suppliers included Bacolod Blue Star Export Corp.

(“Bacolod”), an affiliated party based in the Philippines, which accounted for approximately 27% of the Company’s

total purchases during 2019.

During 2019, the Company purchased inventory from a competitor that went out of business in the United

States accounting for 21% of purchases, and four non-affiliated Indonesian suppliers, that made up the balance of the 30% of the

supply concentration.

These five suppliers are located in the United States, Indonesia, Sri Lanka, Mexico and the Philippines, which

accounted for approximately 93% of the Company’s total purchases during the year.

During 2020, the Company purchased inventory

from two non-affiliated Indonesian suppliers that made up the balance of 25% of the supply concentration.

Marketing and Distribution

Company’s products are sold in the United States, Mexico, Canada, Central America, the Caribbean, the European Union, the

United Arab Emirates, Singapore and Hong Kong.

Its primary current source of revenue is importing blue and red swimming crab meat

primarily from Indonesia, Mexico, Venezuela, Malaysia, Sri-Lanka, China, the Philippines and Vietnam and distributing it in the

United States, Canada and Europe under several brand names such as Blue Star, Oceanica, Pacifika, and Lubkin’s Coastal Pride,

First Choice, Good Stuff, Coastal Pride Fresh.

Company has a sales team of eight employees based throughout the U.S.

who sell directly to customers most of whom are in the food

service and retail industry and also manage a network of five regional and national brokers, that cover both the retail and wholesale

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.

We sell to retail customers either directly or via distributors that specialize

Company’s products are sold in the United States and Canada.

Its primary current source of revenue is importing blue and

red swimming crab meat primarily from Indonesia, Mexico, Malaysia, Sri-Lanka, China, the Philippines and Vietnam and distributing

it in the United States and Canada under several brand names such as Blue Star, Oceanica, Pacifika, and Lubkin’s Coastal

Pride, First Choice, Good Stuff, Coastal Pride Fresh.

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.

Company does not own its own fleet of trucks and utilizes “LTL”

national freight carriers to deliver its products

to its customers.

Less than truckload freight shipping (“LTL”) is used for the transportation of small freight or

when freight does not require the use of an entire trailer.

When shipping LTL, we pay for a portion of a standard truck trailer,

and other shippers and their shipments fill the unoccupied space.

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.

have created a technology platform that tracks the product through its entire chain of custody and collects and transmits various

3 unchanged sentences

QR code-enabled traceability application.

customer base is comprised of some of the largest companies in the food service and retail industry.

We sell our crab meat to

our customers through purchase orders.

Currently, almost 63% of our revenue is derived from fortune 500 customers.

For the fiscal

year ended December 31, 2019, sales to food distributors accounted for 42% of our revenue, sales to large buying cooperatives

accounted for 16% of our revenue, and sales to retail and wholesale clubs accounting for 16% of our revenue.

The balance of our

revenue derived from smaller seafood distributors and value-added processors.

sales are diversified geographically throughout the United States, with Florida being the largest geographic concentration at

26% of sales.

As typical in the seafood industry, a large portion of our revenue is located along the eastern seaboard with 57%

of our revenue derived from sales to customers along the East Coast from Massachusetts to Florida.

International sales directly

or through our affiliate in the United Kingdom, Strike the Gold Foods, Ltd.

make up roughly 3% of revenue.

customer base is comprised of some of the largest companies in the food service and retail industry throughout the United States.

We sell our crab meat to our customers through purchase orders.

For the year ended December 31, 2020, sales to food distributors

and retail and wholesale clubs accounted for 63% of our revenue.

The balance of our revenue derived from smaller seafood

distributors and value-added processors.

Company had three customers which accounted for approximately 26% of revenue during the year ended December 31,

receivables from these customers accounted for approximately 20% of the total accounts receivable as of December 31, 2019.

loss of any major customer could have a material adverse impact on the Company’s results of operations, cash flows and financial

Outstanding receivables from these customers accounted for approximately 19% of the total accounts receivable as

of December 31, 2020.

The loss of any major customer could have a material adverse impact on the Company’s results of operations,

cash flows and financial position.

intellectual property is an essential element of our business.

8 unchanged sentences

and licensing opportunities to develop and maintain our competitive position.

We have periodically monitored and continue to monitor

the activities of our competitors and other third parties with respect to their use of intellectual property.

We require our employees

to execute confidentiality and non-competition agreements upon commencing employment with us.

Despite these safeguards, any of

our know-how or trade secrets not protected by a patent could be disclosed to, or independently developed by, a competitor.

We monitor the activities of our competitors and

other third parties with respect to their use of intellectual property.

We require our employees to execute confidentiality and

non-competition agreements upon commencing employment with us.

Despite these safeguards, any of our know-how or trade secrets

not protected by a patent could be disclosed to, or independently developed by, a competitor.

is our standard practice to require our employees to sign agreements acknowledging that all inventions, trade secrets, works of

authorship, developments and other processes generated by them on our behalf are our property, and assigning to us any ownership

in those works Despite our precautions, it may be possible for third parties to obtain and use without consent intellectual property

in those works.

Despite our precautions, it may be possible for third parties to obtain and use without consent intellectual property

Unauthorized use of our intellectual property by third parties, and the expenses incurred in protecting our intellectual

property rights, may adversely affect our business.

under our loan and security agreement with ACF are secured by substantially all of our personal property, including our intellectual

under our loan and security agreement with Lighthouse are secured by substantially all of our personal property, including our

intellectual property.

following is a list of our patents:

Publication No

Application No.

POUCH-PACKAGED CRABMEAT PRODUCT AND METHOD

2015/0257426 A1

METHOD FOR PACKAGING CRABMEAT

POUCH-PACKAGED

CRABMEAT PRODUCT AND METHOD

FOR PACKAGING CRABMEAT

1-2005-000216

patents expire 20 years from the date of issuance.

patents expire 20 years from the date of issuance which range from year 2007 to 2015.

following is a list of our registered trademarks and trademarks for which we have filed applications.

15 unchanged sentences

the rules and regulations promulgated thereunder by the FDA.

FSMA was enacted in order to aid the effective prevention of food

safety issues in the food supply.

This comprehensive and evolving regulatory program will impact how food is grown, packed, processed,

shipped and imported into the United States and will govern compliance with Good Manufacturing Practices regulations (“GMPs”).

The FSMA was enacted in order to aid the effective prevention of

food safety issues in the food supply.

This comprehensive and evolving regulatory program impacts how food is grown, packed, processed,

shipped and imported into the United States and it governs compliance with Good Manufacturing Practices regulations (“GMPs”).

The FDA has finalized seven major rules to implement FSMA, recognizing that ensuring the safety of the food supply is a shared

33 unchanged sentences

Anticorruption

we are organized under the laws of a state in the U.S.

and our principal place of business is in the U.S., we are considered a

“domestic concern”

under the Foreign Corrupt Practices Act (“FCPA”) and are covered by the anti-bribery

provisions of the FCPA.

The anti-bribery provisions of the FCPA prohibit any domestic concern and any officer, director, employee,

or agent, acting on behalf of the domestic concern from paying or authorizing payment of anything of value to (i) influence any

act or decision by a foreign official;

(ii) induce a foreign official to do or omit to do any act in violation of his/her lawful

we are organized under the laws of a state and our principal place of business is in the United States, we are considered a “domestic

concern”

under the Foreign Corrupt Practices Act (“FCPA”) and are covered by the anti-bribery provisions of

The provisions prohibit any domestic concern and any officer, director, employee, or agent, acting on behalf of the

domestic concern from paying or authorizing payment of anything of value to (i) influence any act or decision by a foreign official;

(ii) induce a foreign official to do or omit to do any act in violation of his/her lawful duty;

(iii) secure any improper advantage;

or (iv) induce a foreign official to use his/her influence to assist the payor in obtaining

or retaining business, or directing business to another person.

or (iv) induce a foreign official to use his/her influence to assist the payor in obtaining or retaining business, or directing

business to another person.

Environmental

9 unchanged sentences

that apply to the workplace and the operation of our facilities.

maintain general liability and product liability, property, worker’s compensation and business interruption insurance and

are in the process of obtaining director and officer insurance in amounts and on terms that we believe are customary for companies

similarly situated.

In addition, we maintain excess insurance where we believe it is reasonably cost effective.

of May 28, 2020, we have eighteen full time employees and no part-time employees.

We believe that our future success will depend,

in part, on our continued ability to attract, hire and retain qualified personnel.

of April 15, 2021, we have sixteen full time employees and no part-time employees.

We believe that our future success will

depend, in part, on our continued ability to attract, hire and retain qualified personnel.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business