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immediately prior to the Coastal
−Removed: Merger (collectively, the “Sellers”).
−Removed: Pursuant to the terms of the Coastal Merger Agreement, Coastal Pride Company, Inc.
−Removed: merged with and into the Acquisition Subsidiary, with the Acquisition Subsidiary being the surviving company (the “Coastal Merger”).
+Added: Merger (collectively, the “Coastal Sellers”).
+Added: Pursuant to the terms of the Coastal Merger Agreement, Coastal Pride Company,
+Added: merged with and into the Acquisition Subsidiary, with the Acquisition Subsidiary being the surviving company (the “Coastal
Pride is a seafood company, based in Beaufort, South Carolina, that imports pasteurized and fresh crabmeat sourced primarily from Mexico
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Shares, the “Consideration
−Removed: Notes are subject to a right of offset against the Sellers’ indemnification obligations as described in the Coastal Merger Agreement
−Removed: and are subordinate and subject to prior payment of all indebtedness of John Keeler under the Loan Agreement with Lighthouse Financial
−Removed: Corp., a North Carolina corporation (“Lighthouse”).
+Added: Notes are subject to a right of offset against the Coastal Sellers’ indemnification obligations as described in the Coastal Merger
+Added: Agreement and are subordinate and subject to prior payment of all indebtedness of John Keeler under the Loan Agreement with Lighthouse
+Added: 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) $25,000
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accrued interest in the aggregate amount of $39,504 under the Sellers’ Notes.
−Removed: the effective time of the Coastal Merger, the Sellers entered into leak-out agreements (each, a “Leak-Out Agreement”) pursuant
−Removed: to which the Sellers and Walter Jr.
−Removed: may not directly or indirectly pledge, sell, or transfer any of the Consideration Shares or Conversion
−Removed: Shares, or enter into any swap or other arrangement that transfers any of the economic consequences of ownership of any such shares for
−Removed: one year from the date of the Coastal Merger.
+Added: the effective time of the Coastal Merger, the Coastal Sellers entered into leak-out agreements (each, a “Leak-Out Agreement”)
+Added: pursuant to which the Coastal Sellers and Walter Jr.
+Added: may not directly or indirectly pledge, sell, or transfer any of the Consideration
+Added: Shares or Conversion Shares, or enter into any swap or other arrangement that transfers any of the economic consequences of ownership
+Added: of any such shares for one year from the date of the Coastal Merger.
Thereafter, each Seller and Walter Jr.
−Removed: may transfer up to 25% of the aggregate of the Consideration
−Removed: Shares and the Conversion Shares held by such person, in each successive six-month period.
+Added: may transfer up to 25% of
+Added: 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
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April 27, 2021, we entered into a stock purchase agreement (the “SPA”) with TOBC, and Steve Atkinson and Janet Atkinson (the
−Removed: “Sellers”), the owners of all of the capital stock of TOBC (the “TOBC Shares”) pursuant to which we acquired
−Removed: all of the TOBC Shares from the Sellers for an aggregate purchase price of CAD$4,000,000, subject to adjustment based upon the amount
+Added: “TOBC Sellers”), the owners of all of the capital stock of TOBC (the “TOBC Shares”) pursuant to which we acquired
+Added: 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
−Removed: with each Seller’s ownership of TOBC (ii) by the issuance to each Seller of a non-interest bearing promissory note in the aggregate
−Removed: 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
−Removed: each Seller’s ownership of TOBC, and secured by a Company guarantee and a general security agreement creating a security interest
−Removed: 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
−Removed: per share) with each Seller receiving a pro rata portion of such shares based upon the total number of TOBC shares held by such Seller.
+Added: with each TOBC Seller’s ownership of TOBC (ii) by the issuance to each TOBC Seller of a non-interest bearing promissory note in
+Added: 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
+Added: pro rata with each TOBC Seller’s ownership of TOBC, and secured by a Company guarantee and a general security agreement creating
+Added: a security interest over certain assets of the Company, and (iii) 987,741 shares of common stock, (representing CAD$2,800,000 of shares
+Added: 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
+Added: held by such TOBC Seller.
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.
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If, within 24 months of the closing,
−Removed: TOBC has cumulative revenue of at least CAD$1,300,000, the Sellers will receive all of the escrowed shares.
−Removed: If, as of the 24-month anniversary
−Removed: of the closing, TOBC has cumulative revenue of less than CAD$1,300,000, the Sellers will receive a prorated number of the escrowed shares
−Removed: based on the actual cumulative revenue of TOBC as of such date.
+Added: TOBC has cumulative revenue of at least CAD$1,300,000, the TOBC Sellers will receive all of the escrowed shares.
+Added: If, as of the 24-month
+Added: anniversary of the closing, TOBC has cumulative revenue of less than CAD$1,300,000, the TOBC Sellers will receive a prorated number of
+Added: the escrowed shares based on the actual cumulative revenue of TOBC as of such date.
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.
−Removed: shares of common stock received by the Sellers are subject to a leak-out restriction commencing on the date of issuance, as follows:
+Added: 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;
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(iv) up to 100% may be sold after 30 months.
−Removed: Seller’s non-interest bearing promissory notes were paid in full at maturity.
−Removed: connection with the TOBC acquisition, the Sellers entered into four-year confidentiality, non-competition and non-solicitation agreements
+Added: TOBC Seller’s non-interest-bearing promissory notes were paid in full at maturity.
+Added: connection with the TOBC acquisition, the TOBC Sellers entered into four-year confidentiality, non-competition and non-solicitation agreements
with the Company.
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February 3, 2022, Coastal Pride entered into an asset purchase agreement with Gault Seafood, LLC, a South Carolina limited liability
−Removed: company (the “Seller”), and Robert J.
−Removed: Gault II, President of the Seller (“Gault”) pursuant to which Coastal Pride
−Removed: acquired all of the Seller’s right, title and interest in and to assets relating to the Seller’s soft shell crab operations,
−Removed: including intellectual property, equipment, vehicles and other assets used in connection with the Business.
−Removed: Coastal Pride did not assume
−Removed: any liabilities in connection with the acquisition.
−Removed: The purchase price for the assets consisted of a cash payment in the amount of $359,250
−Removed: and the issuance of 167,093 shares of common stock of the Company with a fair value of $359,250.
−Removed: Such shares are subject to a leak-out
−Removed: agreement pursuant to which the Seller may not sell or otherwise transfer the shares until February 3, 2023.
+Added: company ( “Gault Seafood”), and Robert J.
+Added: Gault II, President of the Seller (“Gault”) pursuant to which Coastal
+Added: Pride acquired all of Gault Seafood’s right, title and interest in and to assets relating to Gault Seafood’s soft-shell crab
+Added: operations, including intellectual property, equipment, vehicles and other assets used in connection with the soft-shell crab operations.
+Added: Coastal Pride did not assume any liabilities in connection with the acquisition.
+Added: The purchase price for the assets consisted of a cash
+Added: 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.
Pride also entered into a consulting agreement with Gault under the terms of which Gault will provide consulting services to Coastal
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party upon five days written notice and by Costal Pride immediately for cause.
−Removed: connection with the asset acquisition, Coastal Pride will lease 9,050 square feet from Gault for $1,000 per month under a one-year
−Removed: lease agreement and will continue to operate the acquired soft shell crab operations at such location in Beaufort, South Carolina unless
−Removed: a new facility is earlier completed.
−Removed: are an international sustainable marine protein company that owns and operates several portfolio companies with an emphasis on environmental,
−Removed: social and governance values.
−Removed: We seek to create a vertically integrated seafood company that offers customers high quality products while
−Removed: maintaining a focus on our core values of delivering food safety, traceability and certified resource sustainability.
−Removed: Our companies include:
−Removed: & Co., doing business as Blue Star Foods, which imports, packages and sells refrigerated pasteurized crab meat sourced primarily
−Removed: from Southeast Asia and other premium seafood products;
−Removed: Pride , which imports pasteurized and fresh crab meat sourced primarily from Mexico and Latin America and sells premium branded label
−Removed: crab meat throughout North America;
−Removed: a land-based recirculating aquaculture systems (“RAS”) salmon farming operation, which sells its steelhead salmon to distributors
+Added: 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
+Added: agreement and will continue to operate the acquired soft-shell crab operations at such location in Beaufort, South Carolina unless a
+Added: new facility is earlier completed.
+Added: are an international seafood company based in Miami, Florida that imports, packages and sells refrigerated pasteurized crab meat, and
+Added: other premium seafood products.
+Added: Our current source of revenue is from importing blue and red swimming crab meat primarily from Indonesia,
+Added: the Philippines and China and distributing it in the United States and Canada under several brand names such as Blue Star, Oceanica,
+Added: Pacifika, Crab & Go, First Choice, Good Stuff and Coastal Pride Fresh, and steelhead salmon and rainbow trout fingerlings produced
+Added: under the brand name Little Cedar Farms for distribution in Canada.
+Added: The crab meat which we import is processed in 13 plants throughout
+Added: Southeast Asia.
+Added: Our suppliers are primarily via co-packing relationships, including two affiliated suppliers.
+Added: We sell primarily to food
+Added: service distributors.
+Added: We also sell our products to wholesalers, retail establishments and seafood distributors.
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.
−Removed: plan to grow the Company organically by continuing to grow our customer base and introducing new high-value product lines and categories,
−Removed: as well as strategically acquiring companies that focus on additional species and proprietary technologies that we believe we can integrate
−Removed: into a larger, diversified company.
−Removed: & Co., doing business as Blue Star Foods, is an international seafood company that imports, packages and sells refrigerated pasteurized
−Removed: crab meat and other premium seafood products.
−Removed: purchase the majority of our crab product (Portunus Pelagicus and Portunus Haanii) from processors which source the crab meat from local
−Removed: fishermen in Indonesia, the Philippines, Thailand, Vietnam, Sri Lanka and India, to whom we pay a premium in order to outfit their boats
−Removed: with a proprietary GPS-based system.
−Removed: This system allows us to trace where the crab product originates and ensure that only mature crabs
−Removed: are being harvested by the use of collapsible traps and not gill nets.
+Added: plan to grow the Company organically by continuing to increase our customer base and by introducing new high-value product lines and
+Added: categories, as well as strategically acquiring companies that focus on additional species and proprietary technologies that we believe
+Added: we can integrate into a larger, diversified company.
+Added: operate through the following subsidiary companies:
+Added: , doing business as Blue Star Foods, is an international seafood company that imports, packages and sells refrigerated pasteurized
+Added: crab meat sourced primarily from Southeast Asia and other premium seafood products.
+Added: purchases the majority of our crab product (Portunus Pelagicus and Portunus Haanii) from processors which source the crab meat
+Added: from local fishermen in Indonesia, the Philippines, Thailand, Vietnam, Sri Lanka and India, to whom we pay a premium in order to outfit
+Added: their boats with a proprietary GPS-based system.
+Added: This system allows us to trace where the crab product originates and ensure that only
+Added: mature crabs are being harvested by the use of collapsible traps and not gill nets.
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.
−Removed: All crab meat is sourced under the Company’s FDA approved Hazard Analysis Critical Control Point (“HACCP”)
−Removed: Additionally, all suppliers are certified by the British Retail Consortium (the “BRC”) and are audited annually to
−Removed: ensure safety and quality of our product.
−Removed: crab meat which we import is processed in 13 plants throughout Southeast Asia.
−Removed: Our suppliers are primarily via co-packing relationships,
−Removed: including two affiliated suppliers.
+Added: All crab meat is sourced under the Company’s U.S Food & Drug Administration (“FDA”) approved
+Added: Hazard Analysis Critical Control Point (“HACCP”) Plan.
+Added: Additionally, all suppliers are certified by the British Retail Consortium
+Added: (the “BRC”) and are audited annually to ensure safety and quality of our product.
+Added: imported crab meat is processed in six out of the ten plants available throughout Southeast Asia.
+Added: Our suppliers are primarily via co-packing
+Added: relationships, including two affiliated suppliers.
We sell primarily to food service distributors.
−Removed: We also sell our products to wholesalers, retail
−Removed: establishments and seafood distributors.
+Added: We also sell our products to wholesalers,
+Added: retail establishments and seafood distributors.
have created a technology platform that tracks the product through its entire chain of custody and collects and transmits various data
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believe that we utilize best-in-class technology, in both resource sustainability management and ecological packaging.
−Removed: warehouse facility in Miami, Florida is the only crab meat facility audited by the BRC (graded A++) in the U.S.
−Removed: Pride is a seafood company, based in Beaufort, South Carolina, that imports pasteurized and fresh crab meat (Portunus Pelagicus, Portunus
−Removed: Haanii and Callinectes) sourced primarily from Mexico and Latin America and sells premium branded label crab meat throughout North America.
+Added: Pride is a seafood company, based in Beaufort, South Carolina, that imports pasteurized and fresh crab meat (Portunus Pelagicus,
+Added: Portunus Haanii and Callinectes) sourced primarily from Mexico and Latin America and sells premium branded label crab meat throughout
+Added: North America.
has three premium branded label products, First Choice, Good Stuff and Coastal Pride Fresh.
−Removed: is a land-based salmon recirculating aquaculture farm located in Nanaimo, British Columbia, Canada with an annual production capacity
−Removed: of approximately 100 tons.
−Removed: It produces steelhead salmon under the brand name Little Cedar Farms for distribution in Canada.
−Removed: initial facility has been operated as a model farm for the development of salmon RAS technology.
+Added: is a land-based recirculating aquaculture system (“RAS”) farming operation located in Nanaimo, British Columbia, Canada
+Added: with an annual production capacity of approximately 100 tons.
+Added: It produces steelhead salmon and rainbow trout fingerlings under the brand
+Added: name Little Cedar Farms for distribution in Canada.
+Added: RAS facility has been operated as a model farm for the development of salmon RAS technology.
We currently intend to refine this model
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subject to sufficient resources, will have 10 such modules, for a total production capacity of 1,500 tons.
−Removed: current RAS facility is in an insulated, bio-secure structure where all culture conditions are controlled.
−Removed: The primary RAS system is
−Removed: composed of 13 culture tanks, a drum filter, fluidized sand bed biofilter and low head oxygenator and employs an efficient gravity fed
+Added: current RAS facility is in an insulated, bio-secure structure in which culture conditions are controlled.
+Added: The primary RAS system is composed
+Added: 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.
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fish at a Canadian Food Inspection Agency approved processing facility.
−Removed: Currently, TOBC sells its salmon to two wholesale seafood distributors
+Added: Currently, TOBC sells its salmon mainly to two wholesale seafood
+Added: distributors in Canada.
are purchased from two primary suppliers and are hatched approximately every eight weeks.
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other non-marine ingredients.
−Removed: faster life cycle from birth to harvesting of our salmon, as compared to conventional salmon, allows it to be produced more economically
−Removed: in contained, land-based RAS farms.
−Removed: Although RAS farms require greater capital investment than the sea cage approach, we believe that
−Removed: the higher costs are offset by more efficient growth and a shorter transportation distance to market.
−Removed: the three companies, we currently have the following branded products:
−Removed: Blue Star, Pacifika, Oceanica, Crab & Go Premium Seafood,
−Removed: Lubkin, First Choice, Good Stuff, Coastal Pride Fresh and Little Cedar Falls.
+Added: believe that the faster life cycle from birth to harvesting of our salmon, as compared to conventional salmon, allows it to be produced
+Added: more economically in contained, land-based RAS farms.
+Added: Although RAS farms require greater capital investment than the sea cage approach,
+Added: we believe that the higher costs are offset by more efficient growth and a shorter transportation distance to market.
+Added: distribute our imported blue and red swimming crabmeat in the United States under the brand names Blue Star, Pacifika, Oceanica, Crab
+Added: & Go Premium Seafood, First Choice, Good Stuff and Coastal Pride Fresh and steelhead salmon and rainbow trout fingerlings produced
+Added: by TOBC under the brand name Little Cedar Falls.
Star is packed with only high quality Portunus Pelagicus species crab and is produced under exacting specifications and quality control
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without sacrificing the look/taste of dishes.
−Removed: Brand is packed with quality Portunus Pelagicus species crab in the Philippines and Indonesia.
−Removed: Choice is a quality brand packed with Portunus Haanii crab meat from Malaysia.
−Removed: Stuff is a premium brand packed with high quality Callinectes species crab from Mexico.
−Removed: 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.
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in flexible foil pouches.
−Removed: salmon is produced by TOBC under the Little Cedar Falls brand.
−Removed: The fish are sashimi grade and only sold as a fresh item, usually reaching
−Removed: end users within days of harvest.
+Added: Brand is packed with quality Portunus Pelagicus species crab in the Philippines and Indonesia.
+Added: Choice is a quality brand packed with Portunus Haanii crab meat from Malaysia.
+Added: Stuff is a premium brand packed with high quality Callinectes species crab from Mexico.
+Added: Pride Fresh is packed with Callinectes Sapidus from Venezuela and the United States.
+Added: salmon and rainbow trout fingerlings are produced by TOBC under the Little Cedar Falls brand.
+Added: The fish are sashimi grade and only sold
+Added: as a fresh item, usually reaching end users within days of harvest.
and Traceable Product Sourcing.
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B1 and US Patents 8,337,922 and 8,445,046.
−Removed: We believe since their introduction in 2003, these pouches have saved in excess of 800 metric
−Removed: tons of carbon dioxide emissions versus metal can packaging material.
+Added: We believe since their introduction in 2003, these pouches have saved in excess of a million
+Added: metric tons of carbon dioxide emissions versus metal can packaging material.
intend to grow our business in several ways, including:
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in Population Growth and Global Seafood Consumption:
−Removed: United Nations estimates that there will be close to 9.7 billion people on our planet by the year 2050, a significant increase from the
−Removed: existing population estimates of 7.7 billion (1) .
+Added: United Nations latest projections suggest that the global population could grow to around 8.5 billion in 2030, 9.7 billion in 2050 and
+Added: 10.4 billion in 2100 (1) .
the population has grown, so has per capita fish consumption.
Per capita food fish consumption grew from 9.0 kg (live weight equivalent)
−Removed: in 1961 to 20.5 kg in 2018, by about 1.5% per year (2) .
+Added: in the 1960s to 20.2 kg in 2020, at an average annual rate of 3% compared with a population growth rate of 1.6% (2) .
+Added: incomes and urbanization, improvements in post-harvest practices and changes in dietary trends are projected to drive a 15% increase
+Added: in aquatic food consumption, to supply on average 21.4 kg per capita in 2030 (3) .
Has Developed as a Major Source to Meet Global Seafood Demand:
−Removed: wild fish catch reached a peak at 94 metric tons (3) (in the mid-1990s) and has since stagnated.
−Removed: Nearly all of the increase
−Removed: in world marine protein supply has since come from aquaculture.
−Removed: 2016, aquaculture provided more than half (80 metric tons) (4) of all marine protein consumed.
−Removed: is estimated that aquaculture production may need to double between 2010 through 2050, from 60 metric tons in 2010 to roughly 140 metric
−Removed: tons in 2050 (5) , to meet estimated demand.
−Removed: believe that Recirculatory Aquatic Systems are likely to be a highly disruptive technology.
−Removed: fish at high densities, in indoor tanks in a “controller” environment.
−Removed: The culture water is purified and reused continuously,
−Removed: in an almost completed closed circuit.
−Removed: Recirculating systems are capable of reusing approximately 90% of culture water.
−Removed: ammonium and CO2 are either removed or converted into non-toxic bio products (fertilizers).
−Removed: The purified water is subsequently saturated
−Removed: with oxygen and returned to the fish tanks.
−Removed: United Nations – Department of Economic and Social Affairs (2019)
+Added: 2020, fisheries and aquaculture production reached an all-time record of 214 million tons, worth about $424 billion.
+Added: Production of aquatic
+Added: animals in 2020 was more than 60% higher than the average in the 1990s, considerably outpacing world population growth, largely due to
+Added: increasing aquaculture production (4) .
+Added: production of aquatic animals is expected to reach 202 million tons in 2030, mainly due to sustained growth of aquaculture, projected
+Added: to reach 100 million tons for the first time in 2027 and 106 million tons in 2030 (5) .
+Added: believe that the growth in consumption drives the increased growth of aquaculture and the need for recirculatory aquatic systems.
+Added: United Nations – Department of Economic and Social Affairs – World Population Prospects (2022)
Food and Agriculture Organization of the United Nations “The State of the World Fisheries and Aquaculture – 2022.
−Removed: purchase crab meat directly from 13 processors with which we have long-standing relationships, that have agreed to source their product
+Added: 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.
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certified grade A by the BRC and are audited annually to ensure safety and quality.
−Removed: Company had four suppliers which accounted for approximately 70% of the Company’s total purchases during the year ended December
−Removed: These four suppliers are located in the United States, Indonesia, Mexico and China, which accounted for approximately 80% of
−Removed: the Company’s total purchases during the year.
−Removed: During 2021, the Company purchased inventory from one non-affiliated Mexican supplier
−Removed: that made up the balance of 42% of the supply concentration.
+Added: Company had five major suppliers located in the United States, Indonesia, Vietnam and China which accounted for approximately
+Added: 76% of the Company’s total purchases during the year ended December 31, 2022.
+Added: The Company’s largest supplier is located
+Added: in Indonesia and accounted for 29% of the Company’s total purchases in the year ended December 31, 2022.
Marketing and Distribution
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Its primary current source of revenue is importing blue and red swimming
−Removed: crab meat primarily from Indonesia, Mexico, China, the Philippines and Vietnam and distributing it in the United States and Canada under
−Removed: several brand names such as Blue Star, Oceanica, Pacifika, Crab & Go, Lubkin’s Coastal Pride, First Choice, Good Stuff, Coastal
−Removed: Pride Fresh and TOBC steelhead salmon produced under the brand name Little Cedar Falls primarily to two distributor/brokers.
+Added: crab meat primarily from Indonesia, the Philippines and China and distributing it in the United States and Canada under several brand
+Added: names such as Blue Star, Oceanica, Pacifika, Crab & Go, Lubkin’s Coastal Pride, First Choice, Good Stuff, Coastal Pride Fresh
+Added: and TOBC steelhead salmon and rainbow trout fingerlings produced under the brand name Little Cedar Falls.
+Added: Company stores its crab meat inventory at a third-party facility in Miami, Florida and distribution takes place from this facility.
Company has a sales team based throughout the United States who sell directly to customers, most of whom are in the food service and
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and wholesale clubs accounted for 59% of our revenue.
−Removed: The balance of our revenue is derived from smaller seafood distributors
−Removed: and value-added processors.
−Removed: Company had ten customers which accounted for approximately 52% of revenue during the year ended December 31, 2021.
−Removed: accounted for 24% of revenue during the year ended December 31, 2021.
−Removed: Outstanding receivables from these customers accounted for
−Removed: approximately 59% of the total accounts receivable as of December 31, 2021.
−Removed: The loss of any major customer could have a material
−Removed: adverse impact on the Company’s results of operations, cash flows and financial position.
+Added: The balance of our revenue is derived from smaller seafood distributors and value-added
+Added: Company had nine customers which accounted for approximately 59% of revenue during the year ended December 31, 2022.
+Added: One customer accounted
+Added: for 36% of revenue during the year ended December 31, 2022.
+Added: The loss of any major customer could have a material adverse impact on
+Added: the Company’s results of operations, cash flows and financial position.
general, the international seafood industry is intensely competitive and highly fragmented.
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Intellectual Property Office registered trademarks:
−Removed: Little Cedar Falls – Registration #1766337- Expiration:
+Added: Cedar Falls – Registration #1766337- Expiration:
June 20, 2032
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aquatic products to the United States.
−Removed: The HACCP standards are developed by the U.S.
−Removed: Food and Drug Administration (the “FDA”),
−Removed: pursuant to the FDA’s HACCP regulation, Title 21, Code of Federal Regulations, part 123, and are used by the FDA to help ensure
−Removed: food safety and control sanitary standards.
+Added: The HACCP standards are developed by the FDA, pursuant to the FDA’s HACCP regulation, Title
+Added: 21, Code of Federal Regulations, part 123, and are used by the FDA to help ensure food safety and control sanitary standards.
Safety and Labeling
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This comprehensive and evolving regulatory program impacts how food is grown, packed, processed, shipped and imported into the United
−Removed: States and it governs compliance with Good Manufacturing Practices regulations (“GMPs”).
−Removed: The FDA has finalized seven major
−Removed: rules to implement FSMA, recognizing that ensuring the safety of the food supply is a shared responsibility among many different points
−Removed: in the global supply chain.
−Removed: The FSMA rules are designed to make clear specific actions that must be taken at each of these points to
−Removed: prevent contamination.
+Added: States and it governs compliance with Good Manufacturing Practices regulations.
+Added: The FDA has finalized seven major rules to implement
+Added: FSMA, recognizing that ensuring the safety of the food supply is a shared responsibility among many different points in the global supply
+Added: The FSMA rules are designed to make clear specific actions that must be taken at each of these points to prevent contamination.
Some aspects of these laws use a strict liability standard for imposing sanctions on corporate behavior.
−Removed: fail to comply with applicable laws and regulations, we may be subject to civil remedies, including fines, injunctions, recalls, or seizures,
−Removed: and criminal sanctions, any of which could impact our results of operations.
+Added: If we fail to comply with applicable
+Added: laws and regulations, we may be subject to civil remedies, including fines, injunctions, recalls, or seizures, and criminal sanctions,
+Added: any of which could impact our results of operations.
addition, the Nutrition Labeling and Education Act of 1990 prescribes the format and content of certain information required to appear
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the Canadian Department of Fisheries and Oceans.
−Removed: Harvests of steelhead salmon are processed as iced HOG fish at locally at a Canadian
−Removed: Food Inspection Agency approved processing facility.
+Added: Harvests of steelhead salmon and rainbow trout fingerlings are processed as iced HOG
+Added: fish locally at a Canadian Food Inspection Agency approved processing facility.
Trade Commission
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of our facilities.
−Removed: of March 31, 2022, we had twenty-one full time employees and no part-time employees.
+Added: of April 17, 2023, we had thirty-five full time employees and no part-time employees.
We believe that our future success will depend,
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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.