What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2023-04-17 compared with 2022-03-31 · 47 added, 45 removed, 29 unchanged (76% of the section changed)

2 unchanged sentences

common stock began trading on the NASDAQ Capital Market on November 3, 2021.

The last reported sales price of our common stock on the NASDAQ Capital

Market on March 30, 2022 was $2.09.

of March 31, 2022, the Company had 92 stockholders of record.

last reported sales price of our common stock on the NASDAQ Capital Market on April 14, 2023 was $0.13.

of April 14, 2023, the Company had 78 stockholders of record.

connection with the Merger, holders of 15,750,000 shares of common stock were prohibited, subject to certain exceptions, from disposing

2 unchanged sentences

by (or issuable to) them and at a price below $2.20 per share.

Thereafter, such Holders may not sell, dispose or otherwise transfer more

than one-third of the common stock held by such Holder in any two-month period.

connection with our underwritten common stock public offering in November 2021, 3,120,000 shares of common stock subject to a 10-year

option at an exercise price of $2.00 per share granted to Christopher Constable, our former chief financial officer and director, are

subject to a lock-up and may not be sold, disposed of or otherwise transferred until May 3, 2022.

Thereafter, neither Restricted Holders or 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.

addition, in connection with the Underwriting Agreement entered into with Newbridge Securities Corporation (“Newbridge”),

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 firm commitment underwritten public 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.

connection with an underwriting agreement entered into with Aegis Capital Corp.

(“Aegis”) on February 10, 2023, each director,

executive officer and beneficial owner of over 10% of the Company’s shares of outstanding common stock have agreed for 90 days

from February 14, 2023, subject to certain exceptions, not to directly or indirectly offer, sell, or otherwise transfer or dispose of,

directly or indirectly, any shares of the Company or any securities convertible into or exercisable or exchangeable for the shares of

In addition, the Company has agreed, for a period of ninety days from February 14, 2023, that it will not, without Aegis’

prior written consent, (a) offer, sell, issue, or otherwise transfer or dispose of, directly or indirectly, any equity of the Company

or any securities convertible into or exercisable or exchangeable for equity of the Company;

(b) file or caused to be filed any registration

statement with the SEC relating to the offering of any equity of the Company or any securities convertible into or exercisable or exchangeable

for equity of the Company;

or (c) enter into any agreement or announce the intention to effect any of the actions described in subsections

(a) or (b) hereof, subject to certain exceptions in the underwriting agreement.

have never paid any cash dividends on our capital stock and do not anticipate paying any cash dividends on our common stock in the foreseeable

15 unchanged sentences

Equity compensation plans not approved by security holders

(i) a 10-year option to purchase 3,120,000 shares of common stock at an exercise price of $2.00 per share granted to Christopher

Constable, our former chief financial officer and director, which shares are subject to a lock-up until May 3, 2022 (ii) 10-year

options to purchase an aggregate of 580,000 shares of common stock at an exercise price of $2.00 per share to certain employees,

(iii) 10-year options to purchase an aggregate of 25,000 shares of common stock at an exercise price of $2.00 per share to certain

contractors under the 2018 Plan;

(iv) 3-year options to purchase an aggregate of 500,000 shares of common stock at an exercise price

of $2.00 per share to the Company’s directors;

(v) 4-year options to purchase an aggregate of 176,417 shares of common stock

at an exercise price of $2.30 per share an employee;

and (vi) 3-year options to purchase an aggregate of 7,013 shares of common stock

at an exercise price of $6.00 per share to Silvia Alana, the Company’s Chief Financial Officer.

(i) a ten-year option to purchase 3,120,000 shares of common stock at an exercise price of $2.00 per share granted to Christopher

Constable, the Company’s former chief financial officer and director (ii) ten-year options to purchase an aggregate of 601,250

shares of common stock at an exercise price of $2.00 per share to certain employees, (iii) ten-year options to purchase an aggregate

of 25,000 shares of common stock at an exercise price of $2.00 per share to certain contractors under the 2018 Plan;

(iv) three-year

options to purchase an aggregate of 500,000 shares of common stock at an exercise price of $2.00 per share to the Company’s

(v) three-year options to purchase an aggregate of 7,013 shares of common stock at an exercise price of $6.00 per share

to Silvia Alana, the Company’s Chief Financial Officer (vi) five-year options to purchase an aggregate of 175,000 shares of

common stock at an exercise price of $2.00 per share to the Company’s directors;

(vii) three-year options to purchase an aggregate

of 27,552 shares of common stock at an exercise price of $0.86 per share to an employee;

and (viii) three-year options to purchase

an aggregate of 5,696 shares of common stock at an exercise price of $0.79 per share to an employee.

Sales of Unregistered Securities

1 unchanged sentence

the Securities Act and were not previously reported in a Quarterly Report on Form 10-Q or a Current Report on Form 8-K filed by the Company.

October 7, 2021, we issued 10,000 shares of common stock to an investor upon exercise of a warrant purchased in the Merger in 2018.

October 17, 2021, we issued 5,000 shares of common stock to an investor upon exercise of a warrant purchased in a private offering.

October 27, 2021, we issued an aggregate of 44,000 shares of common stock to two investors upon exercise of warrants purchased in the

Merger in 2018.

October 28, 2021, we issued 10,000 shares of common stock to an investor upon exercise of a warrant purchased in the Merger in 2018.

October 29, 2021, we issued an aggregate 50,000 shares of common stock to two investors upon exercise of warrants purchased in the Merger

November 2, 2021, we issued an aggregate of 52,000 shares of common stock to six investors upon exercise of warrants purchased in Merger

November 3, 2021, we issued 2,000 shares of common stock to an investor upon exercise of a warrant purchased in the merger in 2018.

November 4, 2021, we issued an aggregate 35,250 shares of common stock to two investors upon exercise of warrants purchased in the Merger

November 5, 2021, we issued 150,000 shares of common stock to an investor upon exercise of a warrant purchased in the Merger in 2018.

November 5, 2021, we issued 800,000 shares of common stock to Newbridge Securities Corporation (“Newbridge”), as underwriters’

representative, in connection with our underwritten public offering.

November 5, 2021, we issued a warrant to purchase an aggregate of 56,000 shares of common stock at an exercise price of $5.00

per share to Newbridge.

Such warrant is exercisable on a date which is 180 days from the closing of the underwritten offering and expires

on November 11, 2024.

November 8, 2021, we issued 12,500 shares of common stock to an investor upon exercise of a warrant purchased in a private offering.

November 10, 2021 and December 31, 2021, the Company issued 52,326 and 18,405 shares of common stock, respectively, to Intelligent Investments

I LLC for legal services provided to the Company.

December 31, 2021, the Company issued 5,000 shares of common stock to TraDigital Marketing Group for consulting services provided to

December 31, 2021, we issued 10,992 shares of common stock to each of Nubar Herian and John Keeler, 15,107 shares of common stock

to each of Timothy McLellan and Trond Ringstad and 19,909 shares of common stock to Jeffrey Guzy for serving as directors of the Company.

above issuances did not involve any underwriters, underwriting discounts or commissions, or any public offering and we believe is exempt

October 1, 2022, November 1, 2022 and December 1, 2022, the Company issued 9,524 shares, 6,593 shares and 9,231 shares of common stock,

respectively, to a designee of Clear Think Capital for consulting services provided to the Company.

November 22, 2022, the Company granted an employee a three-year option to purchase 5,696 shares of common stock at an exercise price

of $0.79 which vests in equal monthly installments during the term of the option.

December 31, 2022, the Company issued 62,500 shares of common stock to each of Nubar Herian and John Keeler, 100,000 shares of common

stock to each of Timothy McLellan and Trond Ringstad, 43,403 shares of common stock to each of Juan Carlos Dalto and Silvia Alana and

143,750 shares of common stock to Jeffrey Guzy, for serving as directors of the Company.

December 31, 2022, the Company issued an aggregate of 440,572 shares of common stock to Walter Lubkin Jr., Walter Lubkin III, Tracy Greco

and John Lubkin in lieu of $176,228 of outstanding principal and interest under promissory notes issued to them by the Company in connection

with the Coastal Pride acquisition.

January 1, 2023, February 1, 2023, March 1, 2023 and April 1, 2023, the Company issued 15,000 shares, 11,538 shares, 39,216 shares and

47,244 shares of common stock, respectively, to the designee of Clear Think Capital for consulting services provided to the Company.

above issuances did not involve any underwriters, underwriting discounts or commissions, or any public offering and we believe are exempt

from the registration requirements of the Securities Act of 1933 by virtue of Section 4(2) thereof.

of Equity Securities by the Issuer and Affiliated Purchasers

SELECTED FINANCIAL DATA

are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information

under this Item.

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 5. Market for Registrant’s Common Equity