What changed in this filing

/stocks — the workspaceLOADING

Item 1A. Risk Factors

2023-04-17 compared with 2022-03-31 · 69 added, 60 removed, 765 unchanged (14% of the section changed)

29 unchanged sentences

interest free convertible promissory note in the principal amount of $5,750,000.

Simultaneously,

we entered into a security agreement with Lind pursuant to which Lind was granted a first priority security interest and lien on all

of the assets of the Company including a pledge on its shares in Keeler & Co.

Inc., its wholly-owned subsidiary, pursuant to 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.

As a result, if we default on our obligations under the note, Lind could foreclose on their security interest

and liquidate or take possession of some or all of the assets of the Company and its subsidiaries, which would harm our business, financial

condition and results of operations and could require us to curtail, or even to cease our operations.

Simultaneously, we entered into a security agreement

with Lind pursuant to which Lind was granted a first priority security interest and lien on all of the assets of the Company including

a pledge on its shares in Keeler & Co., its wholly-owned subsidiary, pursuant to stock pledge agreement with Lind, dated January

Each subsidiary of the Company also granted a second priority security interest in all of its respective assets.

if we default on our obligations under the note, Lind could foreclose on their security interest and liquidate or take possession of

some or all of the assets of the Company and its subsidiaries, which would harm our business, financial condition and results of operations

and could require us to curtail, or even to cease our operations.

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

137 unchanged sentences

We are also subject to volatility in market demand and prices, such as the

disruption to the salmon market and the resulting reduction in market prices for salmon caused by the COVID-19 pandemic.

disruption of the salmon market including reduction in market prices for salmon.

addition, competitive pressures, customer volatility and the possible inability to secure established and ongoing customer partnerships

132 unchanged sentences

our business.

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

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.

Related to Administrative, Organizational and Commercial Operations and Growth

321 unchanged sentences

paid for your stock.

our shares have been approved for listing on the NASDAQ Capital Market, we can provide no assurance that our shares will continue to

meet the listing requirements of the NASDAQ Capital Market.

If we fail to comply with these listing requirements, we will be subject

to potential delisting from the NASDAQ Capital Market.

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

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

Management may use net proceeds for corporate purposes that may not improve the Company’s financial condition or market

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

common stock has been approved for listing on NASDAQ under the symbol “BSFC.” However, if we fail to comply with NASDAQ’s

7 unchanged sentences

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

Additionally, our loan or other agreements, may contain covenants to maintain the listing of our common stock on NASDAQ.

failure to maintain such listing may constitute a default under such agreements.

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.

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.

November 17, 2022, we received a letter from NASDAQ advising that the Company did not meet the minimum $1.00 per share bid price requirement

for continued inclusion on NASDAQ pursuant to NASDAQ Marketplace Listing Rule 5550(a)(2).

We initially have a period of 180 calendar

days, or until May 16, 2023, to regain compliance.

If at any time before May 16, 2023, the closing bid price of our 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.

If we do 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.

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

for the Nasdaq Capital Market, with the exception of the minimum bid requirement, and would need to provide written notice of our intention

to cure the deficiency during the second compliance period, by effecting a reverse stock split, if necessary.

order to satisfy this requirement, the Company intends to continue actively monitoring the bid price for its common stock between now

and May 16, 2023 and will consider available options to resolve the deficiency and regain compliance with the minimum bid price requirement,

including seeking approval from stockholders of an amendment to the Company’s Amended and Restated Certificate of Incorporation

to effect a reverse stock split of its common stock, by a ratio of no less than 1-for-2 and no more than 1-for-50, with the exact ratio

to be determined by its Board of Directors,.

While we intend to regain compliance with the minimum bid price rule, there can be no assurance

that we will be able to do so, by approval of a reverse stock split or otherwise or to maintain continued compliance with this rule or

the other listing requirements of NASDAQ.

If we are unable to meet these requirements, we would receive another delisting notice from

NASDAQ for failure to comply with one or more of the continued listing requirements.

If our common stock were to be delisted from NASDAQ,

trading of our common stock most likely will be conducted in the over-the-counter market on an electronic bulletin board established

for unlisted securities such as the OTC Markets or in the “pink sheets.” Such a downgrading in our listing market may limit

our ability to make a market in our common stock and may impact purchases or sales of our securities.

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

54 unchanged sentences

meaningful and should not be relied upon as an indication of our future performance

principal stockholders and management own a significant percentage of our Common Stock and will be able to exercise significant influence

executive officers and directors own a significant percentage of our common stock and will be able to exercise significant influence

over matters subject to stockholder approval.

of the date of this filing, our executive officers, directors and principal stockholders, together with their respective affiliates,

owned approximately 68% of our common stock, including shares subject to outstanding options that are exercisable within 60 days after

Accordingly, these stockholders will be able to exert a significant degree of influence over our management and affairs and

over 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 entrenching our management and/or the board of directors, 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.

of the date of this filing, our executive officers and directors, together with their respective

affiliates, owned approximately 37% 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.

we became a reporting company under the Exchange Act by means other than a traditional underwritten initial public offering, we may not

21 unchanged sentences

issuer of the securities that was formerly a shell company has ceased to be a shell company;

issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act;

issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding

12 months (or such shorter period that the issuer was required to file such reports and materials), other than Form 8-K reports;

least one year has elapsed from the time that the issuer filed current Form 10 type information with the SEC reflecting its status

as an entity that is not a shell company.

issuer of the securities is subject to the reporting requirements of Section 13 or 15(d)

of the Exchange Act;

issuer of the securities has filed all Exchange Act reports and material required to be filed,

as applicable, during the preceding 12 months (or such shorter period that the issuer was

required to file such reports and materials), other than Form 8-K reports;

least one year has elapsed from the time that the issuer filed current Form 10 type information

with the SEC reflecting its status as an entity that is not a shell company.

addition, for proposed sales under Rule 144, there must be adequate current information about the issuing company publicly available

45 unchanged sentences

has caused significant disruptions to the global financial markets which severely impacts our ability to raise additional capital.

full impact of the COVID-19 outbreak continues to evolve as of the date of this Annual Report.

Management is actively monitoring the

situation but given the daily evolution of the COVID-19 outbreak, the Company is not able to estimate the effects of the COVID-19 outbreak

on its operations or financial condition in the next 12 months.

Additionally, the continued spread of COVID-19 and uncertain market conditions

may limit the Company’s ability to access capital.

may experience delays or restrictions on our operations as a result of the COVID-19 pandemic.

current COVID-19 pandemic has adversely affected our business operations, including delays and restrictions on our ability to travel

or to distribute our seafood products, as well as temporary closures of our facilities.

Any such disruption or delay may impact our sales

and operating results.

In addition, COVID-19 has resulted in a widespread health crisis that could adversely affect the economies and

financial markets of many other countries, resulting in an economic downturn that could continue to affect demand for our products and

significantly impact our operating results.

the result of current restrictions put in place to address COVID-19, we have had limited access to our corporate offices and our corporate

staff has been required to work remotely, disrupting interactions among our staff, with our customers and suppliers, and with our accountants,

consultants and advisors.

The extent to which our results may continue to be affected by COVID-19 will largely depend on future developments

which cannot be accurately predicted, including the duration and scope of the pandemic, governmental and business responses to the pandemic

and the impact on the global economy, our customers’ demand for our products, and our ability to provide our products and access

our offices and facilities.

While these factors are uncertain, the COVID-19 pandemic or the perception of its effects could continue

to have a material adverse effect on our business, financial condition, results of operations, or cash flows.

full impact of the COVID-19 outbreak continues to evolve and management continues to monitor the situation.

The Company recognized

impairment losses on goodwill and long-lived assets 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.

Additionally, the continued effect of COVID-19 and uncertain market conditions may limit the Company’s ability to access

UNRESOLVED STAFF COMMENTS

2 unchanged sentences

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 1A. Risk Factors