What changed in this filing

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Item 9A. Controls and Procedures

2023-04-17 compared with 2022-03-31 · 498 added, 443 removed, 490 unchanged (66% of the section changed)

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could have a material effect on the financial statements.

Our management assessed the

effectiveness of our internal control over financial reporting, existing as of December 31, 2021, based on the criteria for

effective internal control over financial reporting established in Internal Control—Integrated Framework (2013) issued by the

Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) and SEC guidance on conducting such

Based on that evaluation, we believe that, during the period covered by this Report, such internal controls and

procedures were not effective to detect the inappropriate application of GAAP rules due to deficiencies that existed in the design

or operation of our internal controls over financial reporting that adversely affected our internal controls and that the following

may be considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board:

management assessed the effectiveness of our internal control over financial reporting, existing as of December 31, 2022, based on the

criteria for effective internal control over financial reporting established in Internal Control—Integrated Framework (2013) issued

by the Committee of Sponsoring Organizations of the Treadway Commission and SEC guidance on conducting such assessments.

Based on that

evaluation, we believe that, during the period covered by this Report, such internal controls and procedures were not effective to detect

the inappropriate application of GAAP rules due to deficiencies that existed in the design or operation of our internal controls over

financial reporting that adversely affected our internal controls and that the following may be considered to be material weaknesses

under the standards of the Public Company Accounting Oversight Board:

inadequate monitoring controls over inventory

maintained in the Company’s third-party warehouse;

controls over the Company’s financial close and reporting process;

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that these weaknesses, if not properly remediated, could result in a material misstatement in our financial statements in future periods.

of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Projections of any evaluation

of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that

the degree of compliance with the policies or procedures may deteriorate.

All internal control systems, no matter how well designed,

have inherent limitations.

Therefore, even those systems determined to be effective can provide only reasonable assurance with respect

to financial statement preparation and presentation.

Because of the inherent limitations of internal control, there is a risk that material

misstatements may not be prevented or detected on a timely basis by internal control over financial reporting.

However, these inherent

limitations are known features of the financial reporting process.

Therefore, it is possible to design into the process safeguards to

reduce, though not eliminate, this risk.

Remediation Initiatives

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plan to create an internal control framework that will address financial close and reporting process, among other procedures;

plan to create a position to segregate duties consistent with control objectives and hire personnel resources with technical accounting

expertise within the accounting function.

plan to create a position to segregate duties consistent with control objectives and hire

personnel resources with technical accounting expertise within the accounting function.

Annual Report does not include an attestation report of our registered public accounting firm regarding our internal control over financial

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are the names of and certain information regarding the Company’s current executive officers and directors:

Chairman and Chairman of the Board

Financial Officer

Chairman and Chairman of the Board and Chief Executive Officer

and Chief Financial Officer

Operating Officer

directors hold office for three-year terms and until their successors have been elected and qualified.

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principal occupation and business experience during the past five years for our executive officer and directors is as follows:

Keeler has been Executive Chairman of the Board since the effectiveness of the Merger.

Keeler founded John Keeler & Co.,

d/b/a Blue Star Foods in May 1995 and served as its Executive Chairman of the Board since inception during which time he grew the company

to become one of the leading marketers of imported blue swimming crab meat in the United States.

Keeler built sales over the past

20 years to $35+ million annually through 2017.

Keeler oversees procurement as well as operating facilities in the Philippines and

Keeler is an executive committee member of the National Fisheries Institute-Crab Council and a founding member of the

Indonesia and Philippines crab meat processors associations.

Keeler received his BS in Economics from Rutgers University in 1995

and attended Harvard Business School executive programs in supply chain management, negotiations and marketing in 2005.

extensive experience in the industry led to the decision to appoint him to the board of directors.

Herian has been a director since the effectiveness of the Merger.

Keeler has been Executive Chairman of the Board since November 8, 2018.

Keeler founded John Keeler & Co., d/b/a Blue

Star Foods in May 1995 and served as its Executive Chairman of the Board since inception during which time he grew the company to become

one of the leading marketers of imported blue swimming crab meat in the United States.

Keeler built sales over the past 20 years

to $35+ million annually through 2017.

Keeler oversees procurement as well as operating facilities in the Philippines and Indonesia.

Keeler is an executive committee member of the National Fisheries Institute-Crab Council and a founding member of the Indonesia and

Philippines crab meat processors associations.

Keeler received his BS in Economics from Rutgers University in 1995 and attended Harvard

Business School executive programs in supply chain management, negotiations and marketing in 2005.

Keeler’s extensive experience

in the industry led to the decision to appoint him to the board of directors.

Herian has served as a director since November 8, 2018.

Since 2014, Mr.

Herian has been the chief executive officer

of Monaco Group Holdings, a privately-held company headquartered in Miami, Florida, which owns and operates Monaco Foods, Inc., an importer,

exporter and distributor of premium gourmet foods from around the world.

Herian has been the chief executive officer of Monaco

Group Holdings, a privately-held company headquartered in Miami, Florida, which owns and operates Monaco Foods, Inc., an importer, exporter

and distributor of premium gourmet foods from around the world.

Since 1995, Mr.

Herian has been the commercial director of Casa

de Fruta Caracas, a privately-held company based in Caracas, Venezuela, that focuses on importing foods.

Herian is also the president

of Lunar Enterprises, Corp.

(“Lunar”), a holding company for his family’s public and private equity investments and

real estate holdings.

Herian received his BS in Mechanical Engineering from Florida Atlantic University in 1994 and an Executive

from the University of Miami in 2014.

Herian’s experience in the food import industry led to the decision to appoint

him to the board of directors.

Guzy has served as a director of Leatt Corp.

LEAT), since April 2007 and from October 2007 to August 2010, as its President.

Guzy has served as an independent director and chairman of the audit committee of Capstone Companies, Inc.

CAPC), a public

holding company, since April 2007, as an independent director and chairman of the audit committee of Purebase Corporation (OTC:

a diversified resource company, since April 2020 and as Chairman of CoJax Oil and Gas Corporation, an early stage oil and gas exploration

and production company, since May 2018, and was appointed as its chief executive officer in January 2020.

Guzy has served as an executive

manager or consultant for business development, sales, customer service, and management in the telecommunications industry, specifically,

with IBM Corp., Sprint International, Bell Atlantic Video Services, Loral CyberStar, and FaciliCom International.

Guzy has also started

his own telecommunications company providing Internet services in Western Africa.

Guzy has an MBA in Strategic Planning and Management

from The Wharton School of the University of Pennsylvania, an M.S.

Herian has been the commercial director of Casa de Fruta

Caracas, a privately-held company based in Caracas, Venezuela, that focuses on importing foods.

Herian is also the president of Lunar

Enterprises, Corp.

(“Lunar”), a holding company for his family’s public and private equity investments and real estate

Herian received his BS in Mechanical Engineering from Florida Atlantic University in 1994 and an Executive M.B.A.

the University of Miami in 2014.

Herian’s experience in the food import industry led to the decision to appoint him to the

board of directors.

Guzy has served as a director since April 12, 2021.

Guzy served as a director of Leatt Corp.

LEAT), since April

2007 and from October 2007 to August 2010, as its President.

Guzy has served as an independent director and chairman of the audit

committee of Capstone Companies, Inc.

CAPC), a public holding company, since April 2007, as an independent director and chairman

of the audit committee of Purebase Corporation (OTC:

PUBC), a diversified resource company, since April 2020 and as Chairman of CoJax

Oil and Gas Corporation, an early stage oil and gas exploration and production company, since May 2018, and was appointed as its chief

executive officer in January 2020.

Guzy has served as an executive manager or consultant for business development, sales, customer

service, and management in the telecommunications industry, specifically, with IBM Corp., Sprint International, Bell Atlantic Video Services,

Loral CyberStar, and FaciliCom International.

Guzy has also started his own telecommunications company providing Internet services

in Western Africa.

Guzy has an MBA in Strategic Planning and Management from The Wharton School of the University of Pennsylvania,

in Systems Engineering from the University of Pennsylvania, a B.S.

in Electrical Engineering from Penn State University, and a Certificate in Theology from Georgetown University.

Guzy’s extensive

public company board experience led to the decision to appoint him to the board of directors.

McLellan has more than 35 years of operating experience and has served as a seafood executive in both the U.S.

is currently managing director of Maijialin Consulting Company Ltd.

which provides international business development consulting services

specific to import/export cold chain supply logistics and foodservice distribution.

Prior thereto from April 2009 until February 2019,

McLellan was managing director, business development for Preferred Freezer Services (Shanghai) Co.

Ltd, which is owned by the GLP

Group, a Singapore-based logistics and industrial infrastructure provider.

in Electrical Engineering from Penn State University, and

a Certificate in Theology from Georgetown University.

Guzy’s extensive public company board experience led to the decision

to appoint him to the board of directors.

McLellan has served as a director since April 12, 2021.

McLellan has more than 35 years of operating experience and has served

as a seafood executive in both the U.S.

McLellan has been managing director of Maijialin Consulting Company Ltd.

provides international business development consulting services for import/export cold chain supply logistics and foodservice distribution,

since April 2012.

From April 2009 until February 2019, Mr.

McLellan was managing director, business development for Preferred Freezer

Services (Shanghai) Co.

Ltd, a Hong-Kong-based logistics and industrial infrastructure provider.

Between 2019 and 2020, Mr.

McLellan served as a private equity

operating partner for CITIC Capital Partners (Shanghai) Ltd.

served as a private equity operating partner for CITIC Capital Partners (Shanghai) Ltd.

Prior to that, from 2009 through 2019, Mr.

McLellan served in various executive

capacities, including Chairman for SinotransPFS Cold Chain Logistics Company, Ltd., a logistics company.

served in various executive capacities, including Chairman for SinotransPFS Cold Chain Logistics Company, Ltd., a logistics company.

Between 2004 and 2009, Mr.

served as President of Empress International, a division of Thai Union Group).

Between 2003 and 2004, he served in a senior manager position

with the seafood division of ConAgra Foods.

McLellan’s knowledge and background with regard to seafood operations management

led to the decision to appoint him to the board of directors.

Ringstad has more than 20 years of operating experience as a seafood executive in both the U.S.

Since April 2017,

Ringstad has been managing partner of American Sea, LLC, a seafood processing and sales company, and since October 2013, Mr.

has been an independent consultant for AGR Partners.

Between 2003 and 2007, he served as president of Pacific Supreme Seafoods, a global

importing and wholesaling seafood company.

Between 2001 and 2003, he served as vice president of sales and marketing for Royal Supreme

Seafoods, a Norwegian / Chinese seafood importer and sales company.

Ringstad graduated from the BI Norwegian Business School with

a Degree in International Marketing and has a BA in Business Management from Washington State University.

Ringstad’s knowledge

and background with regard to seafood operations management led to the decision to appoint him to the board of directors.

Alana has been chief financial officer of the Company since May 2021.

Alana was the corporate controller of the Company from

August 2020 to May 2021.

McLellan served as President of Empress International, a division of Thai Union Group.

Between 2003 and 2004,

he served in a senior manager position with the seafood division of ConAgra Foods.

McLellan’s knowledge and background in seafood

operations management led to the decision to appoint him to the Board.

Ringstad has served as a director since April 12, 2021 and has more than 20 years of operating experience as a seafood executive

in both the U.S.

Since April 2017, Mr.

Ringstad has been managing partner of American Sea, LLC, a seafood processing and

sales company, and since October 2013, Mr.

Ringstad has been an independent consultant for AGR Partners.

Between 2003 and 2007, he served

as president of Pacific Supreme Seafoods, a global importing and wholesaling seafood company.

Between 2001 and 2003, he served as vice

president of sales and marketing for Royal Supreme Seafoods, a Norwegian / Chinese seafood importer and sales company.

Ringstad graduated

from the BI Norwegian Business School with a Degree in International Marketing and has a BA in Business Management from Washington State

Ringstad’s knowledge and background with regard to seafood operations management led to the decision to appoint

him to the board of directors.

Alana has served as a director since April 20, 2022 and has been chief financial officer of the Company since May 2021.

was the corporate controller of the Company from August 2020 to May 2021.

Prior thereto, Ms.

Alana was Global Technical Accounting Manager at Brightstar Corporation from April 2018 to

July 2020 and Audit Manager at Crowe Horwath, LLP from July 2016 to April 2018.

Alana was a Senior Accountant in Global Accounting

and Reporting Services at Carnival Corporation & Plc., from May 2013 to February 2015, and an Auditor in Assurance at Pricewaterhouse

Coopers, LLP, from January 2010 to May 2013.

Alana graduated from Florida International University with a Bachelor degree in Accounting

in 2008 and a Master of Accounting in 2009.

Alana was Global Technical Accounting Manager

at Brightstar Corporation from April 2018 to July 2020 and Audit Manager at Crowe Horwath, LLP from July 2016 to April 2018.

was a Senior Accountant in Global Accounting and Reporting Services at Carnival Corporation & Plc., from May 2013 to February 2015,

and an Auditor in Assurance at Pricewaterhouse Coopers, LLP, from January 2010 to May 2013.

Alana graduated from Florida International

University with a Bachelor degree in Accounting in 2008 and a Master of Accounting in 2009.

Alana is a Certified Public Accountant.

Carlos Dalto has served as a director since April 20, 2022.

Dalto has served as a director of Lifeway Foods Corp.

since August 2022.

Dalto has been the president of Dole Sunshine Company-Dole Packaged Foods, LLC, since January 2021, where he leads

business development for North and Latin America of the Dole packaged fruits business, From March 2017 to December 2020, Mr.

regional chief executive officer of Savencia Fromage & Dairy Latin America where he led business development in the production, imports,

distribution and marketing of dairy products.

Prior thereto, among other positions, Mr.

Dalto held various international executive positions

with Danone, a world leading food company.

Dalto has an industrial engineer degree from the Instituto Tecnológico de Buenos

Aires – ITBA (Argentina), with post-graduate executive studies on strategic marketing from Adam Smith Open University (Buenos Aires,

Argentina) and the University of Michigan, and on leadership from the London Business School.

Dalto’s extensive knowledge and

experience in the food industry, sustainability and business development, led to his appointment as a director.

Ponce has served as Chief Operating Officer since April 19, 2022.

From May 2012, Ms.

the Company’s Vice President of Operations, where she has led sales and marketing and operations.

Prior thereto, from June 2005,

Ponce served as Operations Manager.

Ponce joined the Company in June 2004 as Customer Service Director and has over 25 years

of experience in the food industry.

Ponce holds an AA degree in Business from Miami Dade Community College.

have established three committees under the board of directors:

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processes and the audits of the financial statements of our company.

The audit committee is responsible for, among other things:

representing and assisting the Board in its oversight responsibilities regarding the Company’s accounting and financial reporting

processes, the audits of the Company’s financial statements, including the integrity of the financial statements, and the independent

auditors’ qualifications and independence;

(b) overseeing the preparation of the report required by SEC rules for inclusion in

the Company’s annual proxy statement;

The audit committee is responsible for:

(a) representing and assisting

the Board in its oversight responsibilities regarding the Company’s accounting and financial reporting processes, the audits of

the Company’s financial statements, including the integrity of the financial statements, and the independent auditors’ qualifications

and independence;

(b) overseeing the preparation of the report required by SEC rules for inclusion in the Company’s annual proxy

(d) approving in

advance all audit and permissible non-audit services to be performed by the independent auditors;

and (e) approving related person transactions.

(d) approving in advance all audit and permissible

non-audit services to be performed by the independent auditors;

(e) reviewing related person transactions.(d) approving in advance all

audit and permissible non-audit services to be performed by the independent auditors;

and (f) performing such other functions as the

Board may from time to time assign to the Committee.

Our compensation committee consists of Jeffrey Guzy, Trond Ringstad and Timothy McLellan.

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and (d) make recommendations

(d) make recommendations

to the Board with respect to incentive compensation plans and equity-based plans;

and (e) perform such other functions as the Board may

from time to time assign to the Committee.

The Compensation Committee has adopted a formal written charter which is available on the

Company’s Internet website at www.bluestarfoods.com.

determining the amount, form, and terms of such compensation, the Compensation Committee will consider the annual performance of such

officers in light of company goals and objectives relevant to executive officer compensation, competitive market data pertaining to executive

officer compensation at comparable companies, and such other factors as it deems relevant, and is guided by, and seeks to promote, the

best interests of the Company and its shareholders.

and Corporate Governance Committee.

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compliance program;

and performing such other functions as the Board may from time to time assign to the Committee.

Committee has adopted a formal written charter which is available on the Company’s Internet website at www.bluestarfoods.com.

Nominating Committee will consider any director candidates recommended by stockholders, although there is no formal policy with regard

to directors recommended by stockholders, when considering a candidate submitted by stockholders, the Nominating Committee will take

into consideration the needs of the Board and the qualifications of the candidate.

Nevertheless, the Board may choose not to consider

an unsolicited recommendation if no vacancy exists on the Board and/or the Board does not perceive a need to increase the size of the

are no specific minimum qualifications that the Nominating Committee believes must be met by a Nominating Committee-recommended director

However, the Nominating Committee believes that director candidates should, among other things, possess high degrees of integrity

have literacy in financial and business matters;

have no material affiliations with direct competitors, suppliers or vendors

of the Company;

and preferably have experience in the Company’s business and other relevant business fields (for example, finance,

accounting, law and banking).

The Nominating Committee considers diversity together with the other factors considered when evaluating

candidates but does not have a specific policy in place with respect to diversity.

of the Nominating Committee plan to meet in advance of each of the Company’s annual meetings of stockholders to identify and evaluate

the skills and characteristics of each director candidate for nomination for election as a director of the Company.

The Nominating Committee

reviews the candidates in accordance with the skills and qualifications set forth in the Nominating Committee’s charter and the

rules of the NASDAQ.

There are no differences in the manner in which the Nominating Committee plans to evaluate director nominees based

on whether or not the nominee is recommended by a stockholder.

of Board in Risk Oversight Process

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include a discussion and analysis of the risks facing us.

board of directors currently consists of five members.

As an OTC Pink Sheets company, we were not subject to listing requirements of

any national securities exchange that has requirements that a majority of the board of directors be “independent.” However,

as a NASDAQ listed company, we are required to comply with NASDAQ’s corporate governance standards applicable to director independence

upon listing.

Rule 5605 therein requires companies listed on NASDAQ to maintain a majority independent board.

In addition, the rules

of the NASDAQ Capital Market require that each member of a listed company’s audit, compensation, and corporate governance and nominating

committees be independent.

Our board of directors has determined that all of our directors except Mr.

Keeler, who serves as our Executive

Chairman and Chief Executive Officer, are “independent” within the definition of independence provided in the rules of NASDAQ

Capital Market and the independence requirements contemplated by Rule 10A-3 under the Securities Exchange Act of 1934.

board of directors’ reviews, on an annual basis, the appropriate characteristics, skills and experience required for the board

of directors as a whole and its individual members.

In evaluating the suitability of individual candidates (both new candidates and current

members), the board of directors, in approving (and, in the case of vacancies, appointing) such candidates, will take into account many

factors, including the following:

and professional integrity;

in the industries in which we compete;

as a director or executive officer of another publicly held company;

of expertise and experience in substantive matters pertaining to our business relative to other board members;

business judgment.

board of directors currently consists of seven members.

We were not subject to listing requirements of any national securities exchange

that has requirements that a majority of the board of directors be “independent.” However, as a NASDAQ listed company, we

are required to comply with NASDAQ’s corporate governance standards applicable to director independence upon listing.

therein requires companies listed on NASDAQ to maintain a majority independent board.

In addition, the rules of the NASDAQ Capital Market

require that each member of a listed company’s audit, compensation, and corporate governance and nominating committees be independent.

Our board of directors has determined that all of our directors except John Keeler, our Executive Chairman and Chief Executive Officer,

and Silvia Alana, our Chief Executive Officer, are “independent” within the definition of independence provided in the rules

of NASDAQ Capital Market and the independence requirements contemplated by Rule 10A-3 under the Securities Exchange Act of 1934.

Board is committed to diversity of experience, gender, race and ethnicity, and seek to ensure that there is diversity among the directors.

The Company believes that its directors should be of a diverse group of individuals who have broad experience and the ability to exercise

sound business judgment from many factors including professional experience, life experience, socio-economic background, gender, race,

ethnicity, religion, skill set and geographic representation.

are no family relationships between our directors or executive officers.

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Based solely on our review of copies of such reports and representations from the Reporting Persons, we believe that during the

fiscal year ended December 31, 2021, the Reporting Persons timely filed all such reports, except that (i) Nubar Herian, a director, failed

to timely file a Form 4 to report 5,085 shares issued as a common stock dividend on the Series A Stock and 300,000 shares of common stock

acquired upon the conversion of Series A Stock, to a company controlled by Mr.

Herian, (ii) Jeffrey Guzy, a director, failed to timely

file a Form 4 to report the purchase of 12,500 in a private offering and (iii) Silvia Alana, our Chief Financial Officer, failed to timely

report the grant of a stock option to purchase 7,013 shares of common stock at $6.00 per share.

year ended December 31, 2022, the Reporting Persons timely filed all such reports, except that (i) Nubar Herian, a director, failed to

timely file Form 4s to report the sale of an aggregate of 7,616 shares of common stock in January 2022, the purchase of an aggregate

of 19,464 shares of common stock in February and March 2022, the purchase of 4,000 shares in October 2022, the purchase of an aggregate

of 3,165 shares in December 2022, and the acquisition of 62,500 shares in December 2022 for serving as a director;

(ii) John Keeler,

our Executive Chairman and Chief Executive Officer, failed to timely file a Form 4 to report the sale of 566 shares of common stock,

and the acquisition of 62,500 shares in December 2022 for serving as a director;

and (iii) Trond Ringstad, a director failed to timely

file Form 4s to report the purchase of an aggregate of 5,199 shares of common stock in October 2022 the acquisition of 100,000 shares

in December 2022 for serving as a director;

(iv) Jeffrey Guzy, a director, failed to timely file a Form 4 to report the acquisition of

143,750 shares in December 2022 for serving as a director;

(v) Timothy McLellan, a director, failed to timely file a Form 4 to report

the acquisition of 100,000 shares in December 2022 for serving as a director;

(vi) Juan Carlos Dalto, a director, failed to timely file

a Form 4 to report the acquisition of 43,403 shares in December 2022 for serving as a director;

(vii) Silvia Alana, our Chief Financial

Officer, failed to timely file a Form 4 to report the acquisition of 43,403 shares in December 2022 for serving as a director;

Miozotis Ponce, our Chief Operating Officer, failed to timely report 500 shares on a Form 3.

have adopted a code of ethics that applies to our executive officers, directors and employees.

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table below sets forth certain information about the compensation awarded to, earned by or paid to our Chief Executive Officer and our

other executive officer receiving annual remuneration in excess of $100,000 during 2021 (each, a “Named Executive Officer”).

other two most highly compensated executive officers whose total compensation exceeded $100,000 during 2022 (each, a “Named Executive

Compensation Table

Name and Principal Position

Option awards

Other Annual Compensation ($)

Executive Chairman and Chief Executive Officer

Chief Financial Officer

health insurance premiums paid on behalf of the executive officer by the Company.

an option to purchase 7,013 shares of common stock at $6.00 per share granted on August 3, 2021 and represents the grant date fair

value computed in accordance with FASB ASC Topic 718.

executive officers have basic health benefits that are generally available to all of our employees.

and Principal Position

awards ($)(1)

other compensation ($)

Chairman and Chief Executive Officer and Director

Chief Financial Officer and

Operating Officer

All option grants are calculated

at the grant date fair value computed in accordance with FASB ASC Topic 718.

Represents 62,500 shares

of common stock at $0.40 per share issued on December 31, 2022.

Represents an option to

purchase 25,000 shares of common stock at $2.00 per share granted on December 31, 2022.

health insurance premiums paid on behalf of Mr.

Keeler by the Company.

Represents 10,922 shares

of common stock at $1.63 per share issued on December 31, 2021.

Represents an option to

purchase 100,000 shares of common stock at $2.00 per share granted on December 31, 2021.

Represents 43,403 shares

of common stock at $0.40 per share issued on December 31, 2022.

Represents health insurance

premiums paid by the Company.

Represents an option to

purchase 7,013 shares of common stock at $6.00 per share granted on August 3, 2021.

offer a 401(k) plan to eligible employees, including our executive officer.

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are not taxable to employees until withdrawn from the 401(k) plan.

do not currently have employment agreements with our executive officers, other than with Silvia Alana, our Chief Financial Officer.

Alana is party to a three-year employment agreement, dated August 3, 2020, with the Company for an annual base salary of $127,500, which

increased to $150,000 in August 2021.

The agreement also provides for the grant on the first anniversary of the agreement of a three-year

The agreement provides for the grant on the first anniversary of the agreement of a three-year

option to purchase that number of shares equal to 30% of Ms.

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common stock.

The agreement also includes an employment agreement with our other executive officer.

The agreement also includes a non-competition provision for 12 months following employment with the Company.

EQUITY AWARDS AT DECEMBER 31, 2022

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Unexercisable

subject to the option vest in equal quarterly installments of 1,250 for the term of the option.

subject to the option vested in equal installments during the first year of the grant.

subject to the option vest in equal monthly installments of 194 for the term of the option.

subject to the option vest as to 50,000 shares on each of January 15, 2020, January 15, 2021,

January 15, 2022, January 15, 2023 and January 15, 2024.

Equity Incentive Award Plan

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to the terms of the 2018 Plan and the applicable award agreement.

do not currently have employment agreements with our officers, other than with Silvia Alana, our Chief Financial Officer.

party to a three-year employment agreement, dated August 3, 2020, with the Company for an annual base salary of $127,500, which increased

to $150,000 in August 2021.

The agreement provides for the grant on the first anniversary of the agreement of a three-year option to

purchase that number of shares equal to 30% of Ms.

Alana’s then current salary at the market price of the Company’s common

The agreement also includes a non-competition provision for 12 months following employment with the Company.

March 29, 2021, in connection with the appointment of Jeffrey J.

Guzy, Timothy McLellan and Trond Ringstad as directors, effective April

12, 2021, the Company entered into one-year director service agreements (each, a “Director Service Agreement”) with each

Guzy, McLellan and Ringstad and with each of its two current Board members, Nubar Herian and John Keeler which automatically

renew for successive one-year terms.

consideration for their services, each director will be issued $25,000 of shares of the Company’s common stock for each year’s

The number of shares to be issued will be based on the closing sale price of the Company’s common stock, on the principal

market on which it is then traded, on the final trading day of the applicable year.

On April 12, 2021, the Company granted each director

an option to purchase 100,000 shares of common stock at an exercise price of $2.00 per share, which option vests in equal monthly installments

over the course of the applicable year and will expire three years from the date they are fully vested.

Each Director may also receive

additional issuances of common stock, on an annual basis, for his services on any committees of the Board.

In addition, each Director

will be reimbursed for all pre-approved out-of-pocket expenses.

In the event the Director ceases to be a member of the Board prior to

the end of any year of service, all unvested stock options will be forfeited.

The stock options granted to the directors shall be exercisable

only on a cash basis and will expire three years from the date they are fully vested.

following table sets forth certain information concerning compensation earned by the Company’s non-employee directors for services

rendered as a director during the year ended December 31, 2022:

Compensation Table

Incentive Plan

Timothy McLellan

Trond Ringstad

Juan Carlos Dalto (2)

The aggregate grant date fair value is computed in accordance with FASB ASC Topic 718.

Joined the Board as of April 20, 2022.

Service Agreements

March 25, 2021, the Company entered into one-year director service agreements with each of Messrs.

Guzy, McLellan, Ringstad, Herian and

Keeler, the then current directors.

In consideration for their services, each director was issued $25,000 of shares of common stock for

each year of service based upon the closing sale price of the common stock, on the principal market on which it is then traded, on the

final trading day of the calendar year.

On April 12, 2021, the Company granted each director an option to purchase 100,000 shares of

common stock at an exercise price of $2.00 per share, which option vests in equal monthly installments over the course of the year and

expires three years from the date the option is fully vested.

April 20, 2022, the Company entered into new one-year director service agreements (which replaced the agreements entered into in March

2021) with each of the current members of the Board.

The agreement will automatically renew for successive one-year terms unless either

party notifies the other of its desire not to renew the agreement at least 30 days prior to the end of the then current term, or unless

earlier terminated in accordance with the terms of the agreement.

As compensation for serving on the Board, each director will be entitled

to a $25,000 annual stock grant and for serving on a committee of the Board, an additional $5,000 annual stock grant, both based upon

the closing sales price of the common stock on the last trading day of the calendar year.

The director who serves as chairman of the

Audit Committee, Compensation Committee and Nominating and Governance Committee will be entitled to an additional $15,000, $10,000 and

$7,500 annual stock grant, respectively.

As additional consideration for such Board service, on April 20, 2022, each director was granted

a five-year option to purchase 25,000 shares of common stock at an exercise price of $2.00 per share, which shares vest in equal quarterly

installments of 1,250 shares during the term of the option.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Ownership of Certain Beneficial Owners and Management

following table sets forth information relating to the beneficial ownership of our common stock as of March 31, 2022, by:

of our directors;

Named Executive Officers;

current directors and executive officers as a group.

are no persons or group of affiliated persons known to us to beneficially own more than 5% of our outstanding common stock as of March

number of shares beneficially owned by each entity, person, director or executive officer is determined in accordance with the rules

of the SEC, and the information is not necessarily indicative of beneficial ownership for any other purpose.

Under such rules, beneficial

ownership includes any shares over which the individual has sole or shared voting power or investment power as well as any shares that

the individual has the right to acquire within 60 days through the exercise of any stock option, warrants or other rights.

otherwise indicated, and subject to applicable community property laws, the persons named in the table have sole voting and investment

power with respect to all shares of common stock held by such person.

percentage of shares beneficially owned is computed on the basis of 24,963,411 shares of common stock outstanding as of March 31, 2022.

Shares of common stock that a person has the right to acquire within 60 days are deemed outstanding for purposes of computing the percentage

ownership of the person holding such rights but are not deemed outstanding for purposes of computing the percentage ownership of any

other person, except with respect to the percentage ownership of all directors and executive officers as a group.

Unless otherwise indicated

below, the address for each beneficial owner listed in the table is c/o Blue Star Foods Corp., 3000 NW 109th Avenue, Miami, Florida 33172.

following table sets forth, as of April 14, 2023, the number of shares of common stock beneficially owned by (i) each person, entity

or group (as that term is used in Section 13(d)(3) of the Securities Exchange Act of 1934) known to the Company to be the beneficial

owner of more than 5% of its outstanding shares of common stock;

(ii) each of the Company’s directors (iii) each Named Executive

Officer and (iv) all of the Company’s executive officers and directors as a group.

The information relating to beneficial ownership

of Common Stock by our principal stockholders and management is based upon information furnished by each person using “beneficial

ownership” concepts under the rules of the SEC.

Under these rules, a person is deemed to be a beneficial owner of a security if

that person directly or indirectly has or shares voting power, which includes the power to vote or direct the voting of the security,

or investment power, which includes the power to dispose or direct the disposition of the security.

The person is also deemed to be a

beneficial owner of any security of which that person has a right to acquire beneficial ownership within 60 days.

Under the SEC rules,

more than one person may be deemed to be a beneficial owner of the same securities, and a person may be deemed to be a beneficial owner

of securities as to which he or she may not have any pecuniary interest.

Unless otherwise indicated below, each person has sole voting

and investment power with respect to the shares beneficially owned and each stockholder’s address is c/o Blue Star Foods Corp.,

3000 NW 109th Avenue, Miami, Florida 33172.

percentages below are calculated based on 43,824,177 shares of common stock issued and outstanding as of April 14, 2023.

Name and Address of Beneficial Owner

of Beneficial

5% or Greater Stockholder

Christopher Constable

3,145,000 (1)

Named Executive Officers and Directors

2 unchanged sentences

Trond Ringstad

Juan Carlos Dalto

Miozotis Ponce

All current directors and executive officers as a group (8 persons)

(i)12,500 shares underlying a warrant and (ii) 3,120,000 shares issuable upon the exercise of a stock option.

of such shares are held with Mr.

Keeler’s wife as tenants

in the entirety, 15,000,000 of which shares are subject to the terms of a Lock-Up Agreement, pursuant to which Mr.

Keeler may not sell

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

Includes 25,000 shares underlying a stock option which are

exercisable within 60 days.

(i) 300,000 Conversion Shares, (ii) 150,000 Warrant Shares, (iii) 54,755 shares held by Lunar, of which Mr.

Herian has sole voting

and dispositive power, and (iv) 25,000 shares underlying a stock option which are exercisable within 60 days.

25,000 shares underlying a stock option which are exercisable within 60 days.

Keeler’s wife as tenants in the entirety and are subject to the terms of a lock-up agreement

pursuant to which Mr.

Keeler may not sell more than one-third of the common stock held by him in any two-month period.

Includes 103,333

shares underlying a stock option which are exercisable within 60 days.

103,333 shares underlying stock options which are exercisable within 60 days.

(i)12,500 shares underlying a warrant and (ii) 103,333 shares underlying stock options exercisable within 60 days.

103,333 shares underlying stock options which are exercisable within 60 days.

6,548 shares underlying stock options which are exercisable within 60 days.

3,333 shares underlying a stock option which are exercisable within 60 days.

162,500 shares underlying a stock option which is exercisable in 60 days.

Change-in-Control

46 unchanged sentences

The Kenar Note was paid off and the pledged shares released as of July 6, 2021.

Herian, President of Kenar, a 5% shareholder, is the brother of Nubar Herian, a director of our Company.

January 23, 2020, May 27, 2020, September 29, 2020, December 31, 2020 and March 31, 2021, we issued160 shares, 160 shares, 448 shares,144

shares and 136 shares, respectively, of common stock to a company owned by the stepmother of John Keeler, our Executive Chairman, as

a quarterly dividend which accrues on the Series A Stock acquired by such company in connection with the Company Settlement.

June 30, 2021, all 16 shares of such Series A Stock were converted into 8,000 shares of common stock.

Herian, President of Kenar, a former 5% stockholder, is the brother of Nubar Herian, a director of our Company.

March 31, 2021, we issued 136 shares of common stock to a company owned by the stepmother of John Keeler, our Executive Chairman, as

a quarterly dividend on the Series A Stock acquired by such company in connection with the Company Settlement.

June 30, 2021, all Series A Stock held by such company were converted into 8,000 shares of common stock.

On November 2, 2021 and November

3, 2021, we issued an aggregate of 4,000 shares of common stock to a company owned by the stepmother of John Keeler, our Executive

Chairman, upon the exercise of warrants for total proceeds of $9,600.

January 23, 2020, May 27, 2020, September 29, 2020, December 31, 2020 and March 31, 2021, we issued 6,000 shares, 6,000 shares, 16,798

shares, 5,405 shares and 5,085 shares of common stock, respectively to Lunar, as a quarterly dividend which accrues on the Series A Stock

acquired in the Offering.

Nubar Herian, a director, is the President of and controls Lunar.

June 30, 2021, all 600 shares of such Series A Stock were converted into 300,000 shares of common stock.

On November 5, 2021, a total

of 150,000 shares were issued upon the exercise of warrants for total proceeds of $360,000.

3, 2021, we issued an aggregate of 4,000 shares of common stock to a company owned by the stepmother of John Keeler upon the exercise

of warrants for total proceeds of $9,600.

March 31, 2021, we issued 5,085 shares of common stock to Lunar, as a quarterly dividend on the Series A Stock acquired by Lunar in the

Nubar Herian, a director, is the President of Lunar.

On June 30, 2021, all 600 shares

of such Series A Stock were converted into 300,000 shares of common stock.

On November 5, 2021, a total of 150,000 shares were issued

upon the exercise of warrants for total proceeds of $360,000.

February 25, 2020, Christopher Constable, the Company’s former Chief Financial Officer entered into a Separation and Mutual Release

4 unchanged sentences

stock options to remain in effect until November 8, 2028.

March 25, 2021, the Company entered into a Director Service Agreement with each of its directors.

April 15, 2021, the Company issued stock options to purchase 100,000 shares of common stock at an exercise price of $2.00 per share to

each of the Company’s five directors.

March 25, 2021, the Company entered into one-year director service agreements with each of Messrs.

Guzy, McLellan, Ringstad, Herian and

Keeler, the then current directors.

In consideration for their services, each director was issued $25,000 of shares of Common Stock for

each year’s service based upon the closing sale price of the Common Stock, on the principal market on which it is then traded,

on the final trading day of the calendar year.

On April 12, 2021, the Company granted each director an option to purchase 100,000 shares

of common stock at an exercise price of $2.00 per share, which option vests in equal monthly installments over the course of the year

and expires three years from the date they are fully vested.

Pursuant to the terms of the director service agreement, on December 31,

2021, the Company issued 10,992 shares of common stock to Nubar Herian, 15,107 shares of common stock to Timothy McLellan, 10,992 shares

of common stock to John Keeler, 15,107 shares of common stock to Trond Ringstad, and 19,909 shares of common stock to Jeffrey Guzy for

serving as a director of the Company.

April 20, 2022, the Company entered into new one-year director service agreements (which replaced the agreements entered into in March

2021) with each of the current members of the Board.

The agreement will automatically renew for successive one-year terms unless either

party notifies the other of its desire not to renew the agreement at least 30 days prior to the end of the then current term, or unless

earlier terminated in accordance with the terms of the agreement.

As compensation for serving on the Board, each director will be entitled

to a $25,000 annual stock grant and for serving on a committee of the Board, an additional $5,000 annual stock grant, both based upon

the closing sales price of the Common Stock on the last trading day of the calendar year.

Each director who serves as chairman of the

Audit Committee, Compensation Committee and Nominating and Governance Committee will be entitled to an additional $15,000, $10,000 and

$7,500 annual stock grant, respectively.

As additional consideration for such Board service, each director was granted a five-year option

to purchase 25,000 shares of the Company’s common stock at an exercise price of $2.00 per share, which shares vest in equal quarterly

installments of 1,250 shares during the term of the option.

June 30, 2021, MO7 Boats LLC, invested $275,000 in a private offering and was issued 137,500 shares of common stock and a warrant to

purchase 137,500 shares of common stock.

Marcos Herian, managing member of President of MO7 Boats LLC, is the brother of Nubar Herian,

Marcos Herian, managing member and President of MO7 Boats LLC, is the brother of Nubar Herian,

a director of our Company.

5 unchanged sentences

to purchase 137,500 shares of common stock.

Marcos Herian, President of Kenar, is the brother of Nubar Herian, a director of our Company.

Marcos Herian, President of Kenar, a former 10% stockholder, is the brother of Nubar Herian,

a director of our Company.

August 3, 2021, the Company issued a stock option to purchase an aggregate of 7,013 shares of common stock at an exercise price of $6.00

per share to Silvia Alana, its chief financial officer.

December 31, 2021, the Company issued 10,992 shares of common stock to Nubar Herian for serving as a director of the Company.

December 31, 2021, the Company issued 15,107 shares of common stock to Timothy McLellan for serving as a director of the Company.

December 31, 2021, the Company issued 10,992 shares of common stock to John Keeler for serving as a director of the Company.

December 31, 2021, the Company issued 15,107 shares of common stock to Trond Ringstad for serving as a director of the Company.

December 31, 2021, the Company issued 19,909 shares of common stock to Jeffrey Guzy for serving as a director of the Company.

February 14, 2023, each of the Company’s executive officers and directors entered into the Aegis Lock-Up.

connection with a settlement agreement between Nubar Herian, a director, and certain stockholders of the Company, on November 23, 2023,

Herian, paid $43,446 to the Company in full satisfaction of any stockholder claims.

are not currently subject to listing requirements of any national securities exchange or inter-dealer quotation system that has requirements

that a majority of the board of directors be “independent.” Our board of directors currently has five members, Jeffrey J.

Guzy, Timothy McLellan, Trond Ringstad, John Keeler and Nubar Herian.

We believe that all of our directors except Mr.

Keeler who serves

as our Executive Chairman, are “independent” within the definition of independence provided in the Marketplace Rules of the

NASDAQ Stock Market and the independence requirements contemplated by Rule 10A-3 under the Securities Exchange Act of 1934.

that a majority of the board of directors be “independent.” Our board of directors currently has seven members, Jeffrey J.

Guzy, Timothy McLellan, Trond Ringstad, John Keeler, Nubar Herian, Silvia Alana and Juan Carlos Dalto.

We believe that all of our directors

Keeler who serves as our Executive Chairman, and Silvia Alana who serves as our Chief Executive Officer, are “independent”

within the definition of independence provided in the Marketplace Rules of the NASDAQ Stock Market and the independence requirements

contemplated by Rule 10A-3 under the Securities Exchange Act of 1934.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

33 unchanged sentences

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

Agreement, dated November 2, 2021 (incorporated by reference to Exhibit 1.1 to the Company’s Current Report on Form 8-K filed

with the SEC on November 8, 2021)

and Plan of Merger, dated as of November 8, 2018, by and among the Company, Blue Star, Acquisition Sub and John Keeler (incorporated

by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on November 14, 2018)

of Merger between Blue Star and Acquisition Sub (incorporated by reference to Exhibit 2.2 to the Company’s Current Report on

Form 8-K filed with the SEC on November 14, 2018)

and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.3 to the Company’s Form 10/A filed with the

SEC on May 17, 2018)

and Restated By-Laws (incorporated by reference to Exhibit 3.4 to the Company’s Form 10/A filed with the SEC on May 17, 2018)

of Amendment, dated November 5, 2018 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K

filed with the SEC on November 9, 2018)

of Designation of 8% Series A Convertible Preferred Stock incorporated by reference to Exhibit 3.2 to the Company’s Current

Report on Form 8-K filed with the SEC on November 9, 2018)

of Promissory Note with TOBC (incorporated by reference to 4.1 to the Company’s Current Report on Form 8-K filed with the SEC

on June 30, 2021)

of Securities (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed with the SEC on April

of Underwriters Warrant, issued November 5, 2021 (incorporated by reference to Exhibit 4.1 to the Company’s Current Report

on Form 8-K filed with the SEC on November 8, 2021)

Senior Secured Convertible Promissory Note, dated January 24, 2022, issued to Lind Global Fund II LP (incorporated by reference to

Exhibit 4.2 to the Company’s Current Report on Form 8-K filed with the SEC on January 28, 2022)

of Subscription Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with

the SEC on November 8, 2018)

of Amendment to Subscription Agreement (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K

filed with the SEC on November 8, 2018)

of Warrant (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the SEC on November

of Registration Rights Agreement (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed

with the SEC on November 8, 2018)

of Settlement Agreement and Mutual General Release (incorporated by reference to Exhibit 10.5 to the Company’s Current Report

on Form 8-K filed with the SEC on November 8, 2018)

of Lockup Agreement for Pre-Merger Stockholders and Officers and Directors (incorporated by reference to Exhibit 10.6 to the Company’s

Current Report on Form 8-K filed with the SEC on November 8, 2018)

of Redemption Agreement (incorporated by reference to Exhibit 10.7 to the Company’s Current Report on Form 8-K filed with the

SEC on November 8, 2018)

Incentive Stock Option Plan (incorporated by reference to Exhibit 10.8 to the Company’s Current Report on Form 8-K filed with

the SEC on November 8, 2018)

of Stock Option Agreement (incorporated by reference to Exhibit 10.9 to the Company’s Current Report on Form 8-K, dated November

and Security Agreement filed with the SEC on August 31, 2016 between the Company and ACF (incorporated by reference to Exhibit 10.10

to the Company’s Current Report on Form 8-K, dated November 8, 2018)

Amendment to Loan and Security Agreement and Reservation of Rights, dated November 18, 2016, between the Company and ACF (incorporated

by reference to Exhibit 10.11 to the Company’s Current Report on Form 8-K filed with the SEC on November 8, 2018)

Amendment to Loan and Security Agreement, dated June 19, 2017, between the Company and ACF (incorporated by reference to Exhibit

10.12 to the Company’s Current Report on Form 8-K filed with the SEC on November 8, 2018)

Amendment to Loan and Security Agreement, dated October 16, 2017, between the Company and ACF (incorporated by reference to Exhibit

10.13 to the Company’s Current Report on Form 8-K filed with the SEC on November 8, 2018)

Amendment to Loan and Security Agreement, dated September 19, 2018, between the Company and ACF (incorporated by reference to Exhibit

10.14 to the Company’s Current Report on Form 8-K filed with the SEC on November 8, 2018)

Amendment to Loan and Security Agreement, dated November 8, 2018, between the Company and ACF (incorporated by reference to Exhibit

10.15 to the Company’s Current Report on Form 8-K filed with the SEC on November 8, 2018)

Revolving Credit Note, dated August 31, 2016 between the Company and ACF (incorporated by reference to Exhibit 10.16 to the Company’s

Current Report on Form 8-K filed with the SEC on November 8, 2018)

Security Agreement, dated August 31, 2016, between Blue Star and ACF FINCO LP (incorporated by reference to Exhibit 10.17 to the

Company’s Current Report on Form 8-K filed with the SEC on November 8, 2018)

Agreement, dated May 1, 2001, between Keeler & Co.

Underwriting Agreement, dated November 2, 2021 (incorporated by reference to Exhibit 1.1 to the Company’s Current Report on Form 8-K filed with the SEC on November 8, 2021)

Agreement and Plan of Merger, dated as of November 8, 2018, by and among the Company, Blue Star, Acquisition Sub and John Keeler (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on November 14, 2018)

Articles of Merger between Blue Star and Acquisition Sub (incorporated by reference to Exhibit 2.2 to the Company’s Current Report on Form 8-K filed with the SEC on November 14, 2018)

Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.3 to the Company’s Form 10/A filed with the SEC on May 17, 2018)

Amended and Restated By-Laws (incorporated by reference to Exhibit 3.4 to the Company’s Form 10/A filed with the SEC on May 17, 2018)

Certificate of Amendment, dated November 5, 2018 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on November 9, 2018)

Certificate of Designation of 8% Series A Convertible Preferred Stock incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed with the SEC on November 9, 2018)

Form of Promissory Note with TOBC (incorporated by reference to 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on June 30, 2021)

Description of Securities (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed with the SEC on April 15, 2021)

Form of Underwriters Warrant, issued November 5, 2021 (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on November 8, 2021)

$5,750,000 Senior Secured Convertible Promissory Note, dated January 24, 2022, issued to Lind Global Fund II LP (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed with the SEC on January 28, 2022)

Form of Warrant Agent Agreement (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on February 15, 2023)

Form of Subscription Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on November 8, 2018)

Form of Amendment to Subscription Agreement (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on November 8, 2018)

Form of Warrant (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the SEC on November 8, 2018)

Form of Registration Rights Agreement (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed with the SEC on November 8, 2018)

Form of Settlement Agreement and Mutual General Release (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed with the SEC on November 8, 2018)

Forms of Lockup Agreement for Pre-Merger Stockholders and Officers and Directors (incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K filed with the SEC on November 8, 2018)

Form of Redemption Agreement (incorporated by reference to Exhibit 10.7 to the Company’s Current Report on Form 8-K filed with the SEC on November 8, 2018)

2018 Incentive Stock Option Plan (incorporated by reference to Exhibit 10.8 to the Company’s Current Report on Form 8-K filed with the SEC on November 8, 2018)

Form of Stock Option Agreement (incorporated by reference to Exhibit 10.9 to the Company’s Current Report on Form 8-K, dated November 8, 2018)

Loan and Security Agreement filed with the SEC on August 31, 2016 between the Company and ACF (incorporated by reference to Exhibit 10.10 to the Company’s Current Report on Form 8-K, dated November 8, 2018)

First Amendment to Loan and Security Agreement and Reservation of Rights, dated November 18, 2016, between the Company and ACF (incorporated by reference to Exhibit 10.11 to the Company’s Current Report on Form 8-K filed with the SEC on November 8, 2018)

Second Amendment to Loan and Security Agreement, dated June 19, 2017, between the Company and ACF (incorporated by reference to Exhibit 10.12 to the Company’s Current Report on Form 8-K filed with the SEC on November 8, 2018)

Third Amendment to Loan and Security Agreement, dated October 16, 2017, between the Company and ACF (incorporated by reference to Exhibit 10.13 to the Company’s Current Report on Form 8-K filed with the SEC on November 8, 2018)

Fourth Amendment to Loan and Security Agreement, dated September 19, 2018, between the Company and ACF (incorporated by reference to Exhibit 10.14 to the Company’s Current Report on Form 8-K filed with the SEC on November 8, 2018)

Fifth Amendment to Loan and Security Agreement, dated November 8, 2018, between the Company and ACF (incorporated by reference to Exhibit 10.15 to the Company’s Current Report on Form 8-K filed with the SEC on November 8, 2018)

$14,000,000 Revolving Credit Note, dated August 31, 2016 between the Company and ACF (incorporated by reference to Exhibit 10.16 to the Company’s Current Report on Form 8-K filed with the SEC on November 8, 2018)

Patent Security Agreement, dated August 31, 2016, between Blue Star and ACF FINCO LP (incorporated by reference to Exhibit 10.17 to the Company’s Current Report on Form 8-K filed with the SEC on November 8, 2018)

Lease Agreement, dated May 1, 2001, between Keeler & Co.

and John Keeler Real Estate Holdings, Inc.

(incorporated by reference to Exhibit

10.18 to the Company’s Current Report on Form 8-K filed with the SEC on November 8, 2018)

Software Development Agreement, dated February 6, 2017 between the Company and Claritus Management Pvt.

(incorporated by reference

to Exhibit 10.19 to the Company’s Current Report on Form 8-K filed with the SEC on November 8, 2018)

(incorporated by reference to Exhibit 10.18 to the Company’s Current Report on Form 8-K filed with the SEC on November 8, 2018)

Master Software Development Agreement, dated February 6, 2017 between the Company and Claritus Management Pvt.

(incorporated by reference to Exhibit 10.19 to the Company’s Current Report on Form 8-K filed with the SEC on November 8, 2018)

$500,000 Demand Note, dated January 4, 2006 from Keeler & Co.

in favor of John Keeler and Maria Keeler (incorporated by reference to Exhibit

10.20 to the Company’s Current Report on Form 8-K filed with the SEC on November 8, 2018)

in favor of John Keeler and Maria Keeler (incorporated by reference to Exhibit 10.20 to the Company’s Current Report on Form 8-K filed with the SEC on November 8, 2018)

$200,000 Demand Note, dated March 31, 2006 from Keeler & Co.

in favor of John Keeler and Maria Keeler (incorporated by reference to Exhibit

10.22 to the Company’s Current Report on Form 8-K filed with the SEC on November 8, 2018)

in favor of John Keeler and Maria Keeler (incorporated by reference to Exhibit 10.22 to the Company’s Current Report on Form 8-K filed with the SEC on November 8, 2018)

$100,000 Demand Note, dated November 21, 2007, from Keeler & Co.

in favor of John Keeler (incorporated by reference to Exhibit 10.23 to

the Company’s Current Report on Form 8-K filed with the SEC on November 8, 2018)

in favor of John Keeler (incorporated by reference to Exhibit 10.23 to the Company’s Current Report on Form 8-K filed with the SEC on November 8, 2018)

$516,833.83 Demand Note, dated July 31, 2013 from Keeler & Co.

in favor of John Keeler (incorporated by reference to Exhibit 10.24 to the

Company’s Current Report on Form 8-K filed with the SEC on November 8, 2018)

of Subscription Agreement for February 1, 2019 offering (incorporated by reference to Exhibit 10.26 to the Company’s Annual

Report on Form 10-K, filed with the SEC on April 1, 2019)

in favor of John Keeler (incorporated by reference to Exhibit 10.24 to the Company’s Current Report on Form 8-K filed with the SEC on November 8, 2018)

Form of Subscription Agreement for February 1, 2019 offering (incorporated by reference to Exhibit 10.26 to the Company’s Annual Report on Form 10-K, filed with the SEC on April 1, 2019)

$1,000,000 Promissory Note, dated March 26, 2019, issued to Kenar Overseas Corp.

(incorporated by reference to Exhibit 10.27 to the Company’s

Annual Report on Form 10-K, filed with the SEC on April 1, 2019)

Promissory Note, dated January 1, 2021, issued to Lobo Holdings, LLLP (incorporated by reference to Exhibit 10.26 to the Company’s

Annual Report on Form 10-K filed with the SEC on April 15, 2021)

and Plan of Merger and Reorganization, dated as of November 26, 2019, by and among John Keeler & Co., Inc., Coastal Pride Seafood,

LLC, Coastal Pride Company, Inc., The Walter F.

(incorporated by reference to Exhibit 10.27 to the Company’s Annual Report on Form 10-K, filed with the SEC on April 1, 2019)

$100,000 Promissory Note, dated January 1, 2021, issued to Lobo Holdings, LLLP (incorporated by reference to Exhibit 10.26 to the Company’s Annual Report on Form 10-K filed with the SEC on April 15, 2021)

Agreement and Plan of Merger and Reorganization, dated as of November 26, 2019, by and among John Keeler & Co., Inc., Coastal Pride Seafood, LLC, Coastal Pride Company, Inc., The Walter F.

Irrevocable Trust dated 1/8/03, Walter F.

Lubkin III, Tracy Lubkin Greco

Lubkin (incorporated by reference to Exhibit 10.29 to the Company’s Current Report on Form 8-K filed with the SEC

on December 2, 2019)

Lubkin III, Tracy Lubkin Greco and John C.

Lubkin (incorporated by reference to Exhibit 10.29 to the Company’s Current Report on Form 8-K filed with the SEC on December 2, 2019)

4% Promissory Note in the principal amount of $500,000, dated November 26, 2019, issued by John Keeler & Co., Inc.

to Walter Lubkin,

to Walter Lubkin, Jr.

(incorporated by reference to Exhibit 10.30 to the Company’s Current Report on Form 8-K filed with the SEC on December 2, 2019)

of 4% Convertible Promissory Note, dated November 26, 2019, issued by John Keeler & Co., Inc.

(incorporated by reference to Exhibit

10.31 to the Company’s Current Report on Form 8-K filed with the SEC on December 2, 2019)

of Leak-Out Agreement, dated November 26, 2019 (incorporated by reference to Exhibit 10.32 to the Company’s Current Report

on Form 8-K filed with the SEC on December 2, 2019)

and Seventh Amendment to Loan and Security Agreement, dated November 26, 2019, by and among ACF Finco I LP, John Keeler & Co.,

and Coastal Pride Seafood, LLC (incorporated by reference to Exhibit 10.33 to the Company’s Current Report on Form 8-K

filed with the SEC on December 2, 2019)

of Lock-Up and Resale Restriction Agreement, dated December 26, 2019 (incorporated by reference to Exhibit 10.34 to the Company’s

Annual Report on Form 10-K filed with the SEC on May 29, 2020)

Amendment, dated May 21, 2020 to Promissory Note issued to Kenar Overseas Corp.

(incorporated by reference to Exhibit 10.36 to the

Company’s Annual Report on Form 10-K filed with the SEC on May 29, 2020)

Amendment to Loan and Security Agreement, dated May 7, 2020, between the Company and ACF Separation and Mutual Release Agreement,

dated February 25, 2020, between the Company and Christopher Constable (incorporated by reference to Exhibit 10.37 to the Company’s

Annual Report on Form 10-K filed with the SEC on May 29, 2020)

and Mutual Release Agreement, dated February 25, 2020, between the Company and Christopher Constable (incorporated by reference to

Exhibit 10.38 to the Company’s Annual Report on Form 10-K filed with the SEC on May 29, 2020)

Lease Termination Agreement, dated December 31, 2020, between Keeler & Co.

Form of 4% Convertible Promissory Note, dated November 26, 2019, issued by John Keeler & Co., Inc.

(incorporated by reference to Exhibit 10.31 to the Company’s Current Report on Form 8-K filed with the SEC on December 2, 2019)

Form of Leak-Out Agreement, dated November 26, 2019 (incorporated by reference to Exhibit 10.32 to the Company’s Current Report on Form 8-K filed with the SEC on December 2, 2019)

Joinder and Seventh Amendment to Loan and Security Agreement, dated November 26, 2019, by and among ACF Finco I LP, John Keeler & Co., Inc.

and Coastal Pride Seafood, LLC (incorporated by reference to Exhibit 10.33 to the Company’s Current Report on Form 8-K filed with the SEC on December 2, 2019)

Form of Lock-Up and Resale Restriction Agreement, dated December 26, 2019 (incorporated by reference to Exhibit 10.34 to the Company’s Annual Report on Form 10-K filed with the SEC on May 29, 2020)

Loan Amendment, dated May 21, 2020 to Promissory Note issued to Kenar Overseas Corp.

(incorporated by reference to Exhibit 10.36 to the Company’s Annual Report on Form 10-K filed with the SEC on May 29, 2020)

Eight Amendment to Loan and Security Agreement, dated May 7, 2020, between the Company and ACF Separation and Mutual Release Agreement, dated February 25, 2020, between the Company and Christopher Constable (incorporated by reference to Exhibit 10.37 to the Company’s Annual Report on Form 10-K filed with the SEC on May 29, 2020)

Separation and Mutual Release Agreement, dated February 25, 2020, between the Company and Christopher Constable (incorporated by reference to Exhibit 10.38 to the Company’s Annual Report on Form 10-K filed with the SEC on May 29, 2020)

Mutual Lease Termination Agreement, dated December 31, 2020, between Keeler & Co.

and John Keeler Real Estate Holdings, Inc.

(incorporated

by reference to Exhibit 10.36 to the Company’s Annual Report on Form 10-K filed with the SEC on April 15, 2021)

Repayment Agreement, dated December 30, 2020, between the Company and John Keeler (incorporated by reference to Exhibit 10.1 to the

Company’s Current Report on Form 10-K filed with the SEC on February 9, 2021)

Banking Agreement, dated July 1, 2020, between the Company and Newbridge Securities Corporation(incorporated by reference to Exhibit

10.38 to the Company’s Annual Report on Form 10-K filed with the SEC on April 15, 2021)

1 to Investment Banking Agreement, dated October 30, 2020, between the Company and Newbridge Securities Corporation(incorporated

by reference to Exhibit 10.39 to the Company’s Annual Report on Form 10-K filed with the SEC on April 15, 2021)

and Security Agreement dated March 31, 2021, by and among John Keeler & Co.

and Coastal Pride Seafood, LLC and Lighthouse

Financial Corp.

(incorporated by reference to Exhibit 10.40 to the Company’s Current Report on Form 10-K filed with the SEC

on April 6, 2021)

Credit Note dated March 31, 2021 in the amount of up to $5,000,000 issued by John Keeler & Co.

and Coastal Pride Seafood,

LLC to Lighthouse Financial Corp.

(incorporated by reference to Exhibit 10.41 to the Company’s Current Report on Form 10-K

filed with the SEC on April 6, 2021)

Agreement dated March 31, 2021 executed by Blue Star Foods Corp.

(incorporated by reference to Exhibit 10.36 to the Company’s Annual Report on Form 10-K filed with the SEC on April 15, 2021)

Debt Repayment Agreement, dated December 30, 2020, between the Company and John Keeler (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 10-K filed with the SEC on February 9, 2021)

Investment Banking Agreement, dated July 1, 2020, between the Company and Newbridge Securities Corporation(incorporated by reference to Exhibit 10.38 to the Company’s Annual Report on Form 10-K filed with the SEC on April 15, 2021)

Amendment No.

1 to Investment Banking Agreement, dated October 30, 2020, between the Company and Newbridge Securities Corporation(incorporated by reference to Exhibit 10.39 to the Company’s Annual Report on Form 10-K filed with the SEC on April 15, 2021)

Loan and Security Agreement dated March 31, 2021, by and among John Keeler & Co.

and Coastal Pride Seafood, LLC and Lighthouse Financial Corp.

(incorporated by reference to Exhibit 10.40 to the Company’s Current Report on Form 10-K filed with the SEC on April 6, 2021)

Revolving Credit Note dated March 31, 2021 in the amount of up to $5,000,000 issued by John Keeler & Co.

and Coastal Pride Seafood, LLC to Lighthouse Financial Corp.

(incorporated by reference to Exhibit 10.41 to the Company’s Current Report on Form 10-K filed with the SEC on April 6, 2021)

Guarantee Agreement dated March 31, 2021 executed by Blue Star Foods Corp.

in favor of Lighthouse Financial Corp.

(incorporated by reference

to Exhibit 10.42 to the Company’s Current Report on Form 10-K filed with the SEC on April 6, 2021)

of Director Services Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed

with the SEC on March 31, 2021

Purchase Agreement, dated April 27, 2021, by and among the Company, Taste of BC Aquafarms Inc., and Steve Atkinson and Janet Atkinson

(incorporated by reference to Exhibit 10.42 to the Company’s Current Report on Form 10-K filed with the SEC on April 6, 2021)

Loan Amendment, dated April 28, 2021 between the Company and Kenar Overseas Corp.

(incorporated by reference to Exhibit 10.45 to

the Company’s Current Report on Form 8-K filed with the SEC on April 29, 2021)

of Subscription Agreement for common stock offering (incorporated by reference to Exhibit 10.1 to the Company’s Current Report

on Form 8-K filed with the SEC on June 23, 2021)

of common stock Purchase Warrant at $2.00 per share (incorporated by reference to Exhibit 4.1 to the Company’s Current Report

on Form 8-K filed with the SEC on June 23, 2021)

of Promissory Note with Taste of BC Aquafarms, Inc.

Sellers (incorporated by reference to Exhibit 4.1 to the Company’s Current

Report on Form 8-K filed with the SEC on June 30, 2021)

Amendment to Stock Purchase Agreement, dated June 24, 2021, by and among, the Company, Taste of BC Aquafarms, Inc, Steven Atkinson

and Janet Atkinson (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC

on June 30, 2021)

of Confidentiality, Non-Competition and Non-Solicitation Agreement, dated June 24, 2021(incorporated by reference to Exhibit 10.2

to the Company’s Current Report on Form 8-K filed with the SEC on June 30, 2021)

Promissory Note, dated July 1, 2021, issued to Lobo Holdings, LLC (incorporated by reference to Exhibit 4.1 to the Company’s

Current Report on Form 8-K filed with the SEC on July 7, 2021)

Payoff Indemnity Agreement, dated July 6, 2021 between the Company and Kenar Overseas Corp.

(incorporated by reference to Exhibit

10.1 to the Company’s Current Report on Form 8-K filed with the SEC on July 7, 2021)

At Will Agreement, dated August 3, 2020, between the Company and Silvia Alana (incorporated by reference to Exhibit 10.53 to the

Company’s Registration Statement on Form S-1 filed with the SEC on August 2, 2021)

Banking Engagement Agreement, dated July 8, 2021, between the Company and Newbridge Securities Corporation (incorporated by reference

to Exhibit 10.54 to the Company’s Registration Statement on Form S-1 filed with the SEC on August 2, 2021)

Agreement, dated July 8, 2021, between the Company and MEC Consulting, Inc.

(incorporated by reference to Exhibit 10.55 to the Company’s

Registration Statement on Form S-1 filed with the SEC on August 2, 2021)

of Warrant issuable to Newbridge Securities Corporation (incorporated by reference to Exhibit 10.56 to the Company’s Registration

Statement on Form S-1/A filed with the SEC on October 25, 2021)

Purchase Agreement, dated January 24, 2022, between the Company and Lind Global Fund II LP (incorporated by reference to Exhibit

10.57 to the Company’s Current Report on Form 8-K filed with the SEC on January 28, 2022)

dated January 24, 2022, issued by the Company to Lind Global Fund II LP (incorporated by reference to Exhibit 10.58 to the Company’s

Current Report on Form 8-K filed with the SEC on January 28, 2022)

Agreement, dated as of January 24, 2022, between the Company and Lind Global Fund II LP (incorporated by reference to Exhibit 10.59

to the Company’s Current Report on Form 8-K filed with the SEC on January 28, 2022)

Pledge Agreement, dated as of January 24, 2022, between the Company and Lind Global Fund II LP (incorporated by reference to Exhibit

10.60 to the Company’s Current Report on Form 8-K filed with the SEC on January 28, 2022)

of Warrant, dated November 5, 2021 issued to Newbridge Securities Corporation (incorporated by reference to Exhibit 4.1 to the Company’s

Current Report on Form 8-K filed with the SEC on November 8, 2021)

Purchase Agreement, dated February 3, 2022, between Coastal Pride Seafood, LLC, Gault Seafood, LLC and Robert J.

Gault II (incorporated

by reference to Exhibit 10.61 to the Company’s Current Report on Form 8-K filed with the SEC on February 9, 2022)

Agreement, dated February 3, 2022 between Coastal Pride Seafood, LLC and Robert J.

Gault (incorporated by reference to Exhibit 10.62

to the Company’s Current Report on Form 8-K filed with the SEC on February 9, 2022)

Agreement, dated February 3, 2022 for Robert J.

Gault (incorporated by reference to Exhibit 10.63 to the Company’s Current

Report on Form 8-K filed with the SEC on February 9, 2022)

Form of Director Services Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on March 31, 2021

Stock Purchase Agreement, dated April 27, 2021, by and among the Company, Taste of BC Aquafarms Inc., and Steve Atkinson and Janet Atkinson (incorporated by reference to Exhibit 10.44 to the Company’s Current Report on Form 8-K filed with the SEC on April 29, 2021)

Second Loan Amendment, dated April 28, 2021 between the Company and Kenar Overseas Corp.

(incorporated by reference to Exhibit 10.45 to the Company’s Current Report on Form 8-K filed with the SEC on April 29, 2021)

Form of Subscription Agreement for common stock offering (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on June 23, 2021)

Form of common stock Purchase Warrant at $2.00 per share (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on June 23, 2021)

Form of Promissory Note with Taste of BC Aquafarms, Inc.

Sellers (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on June 30, 2021)

First Amendment to Stock Purchase Agreement, dated June 24, 2021, by and among, the Company, Taste of BC Aquafarms, Inc, Steven Atkinson and Janet Atkinson (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on June 30, 2021)

Form of Confidentiality, Non-Competition and Non-Solicitation Agreement, dated June 24, 2021(incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on June 30, 2021)

$100,000 Promissory Note, dated July 1, 2021, issued to Lobo Holdings, LLC (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on July 7, 2021)

Note Payoff Indemnity Agreement, dated July 6, 2021 between the Company and Kenar Overseas Corp.

(incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on July 7, 2021)

Employment At Will Agreement, dated August 3, 2020, between the Company and Silvia Alana (incorporated by reference to Exhibit 10.53 to the Company’s Registration Statement on Form S-1 filed with the SEC on August 2, 2021)

Investment Banking Engagement Agreement, dated July 8, 2021, between the Company and Newbridge Securities Corporation (incorporated by reference to Exhibit 10.54 to the Company’s Registration Statement on Form S-1 filed with the SEC on August 2, 2021)

Consulting Agreement, dated July 8, 2021, between the Company and MEC Consulting, Inc.

(incorporated by reference to Exhibit 10.55 to the Company’s Registration Statement on Form S-1 filed with the SEC on August 2, 2021)

Form of Warrant issuable to Newbridge Securities Corporation (incorporated by reference to Exhibit 10.56 to the Company’s Registration Statement on Form S-1/A filed with the SEC on October 25, 2021)

Securities Purchase Agreement, dated January 24, 2022, between the Company and Lind Global Fund II LP (incorporated by reference to Exhibit 10.57 to the Company’s Current Report on Form 8-K filed with the SEC on January 28, 2022)

Warrant, dated January 24, 2022, issued by the Company to Lind Global Fund II LP (incorporated by reference to Exhibit 10.58 to the Company’s Current Report on Form 8-K filed with the SEC on January 28, 2022)

Security Agreement, dated as of January 24, 2022, between the Company and Lind Global Fund II LP (incorporated by reference to Exhibit 10.59 to the Company’s Current Report on Form 8-K filed with the SEC on January 28, 2022)

Stock Pledge Agreement, dated as of January 24, 2022, between the Company and Lind Global Fund II LP (incorporated by reference to Exhibit 10.60 to the Company’s Current Report on Form 8-K filed with the SEC on January 28, 2022)

Form of Warrant, dated November 5, 2021 issued to Newbridge Securities Corporation (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on November 8, 2021)

Asset Purchase Agreement, dated February 3, 2022, between Coastal Pride Seafood, LLC, Gault Seafood, LLC and Robert J.

Gault II (incorporated by reference to Exhibit 10.61 to the Company’s Current Report on Form 8-K filed with the SEC on February 9, 2022)

Consulting Agreement, dated February 3, 2022 between Coastal Pride Seafood, LLC and Robert J.

Gault (incorporated by reference to Exhibit 10.62 to the Company’s Current Report on Form 8-K filed with the SEC on February 9, 2022)

Leak-Out Agreement, dated February 3, 2022 for Robert J.

Gault (incorporated by reference to Exhibit 10.63 to the Company’s Current Report on Form 8-K filed with the SEC on February 9, 2022)

Fingerling Supply Agreement, dated December 3, 2021, between Taste of BC Aquafarms Inc.

and West Coast Fishculture (Lois Lake) Ltd.

of Subsidiaries (incorporated by reference to Exhibit 21.1 to the Company’s Annual Report on Form 10-K filed with the SEC on

May 29, 2020)

Certification

of Principal Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the

Sarbanes-Oxley Act of 2002

Certification

of Principal Financial and accounting Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section

302 of the Sarbanes-Oxley Act of 2002

Certification

of Chief Executive Officer pursuant to 18 U.S.C.

(incorporated by reference to Exhibit 10.65 to the Company’s Annual Report on Form 10-K filed with the SEC on March 31, 2022)

Form of Director Service Agreement, dated April 20, 2022 (incorporated by reference to Exhibit 10.66 to the Company’s Current Report of Form 8-K filed with the Sec on April 25, 2022)

Land Lease Agreement, dated April 1, 2022, between Taste of BC Aquafarms Inc.

and Steven and Janet Atkinson

Land Lease Agreement, dated April 1, 2022, between Taste of BC Aquafarms Inc.

and Kathryn Atkinson

Vendor and Supply Agreement, effective January 28, 2023, between the Company and Just Food For Dogs, LLC

Warrant Agent Agreement, dated February 10, 2023, between the Company and VStock Transfer, LLC, including the Pre-Funded Common Stock Purchase Warrant (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on February 15, 2023)

List of Subsidiaries (incorporated by reference to Exhibit 21.1 to the Company’s Annual Report on Form 10-K filed with the SEC on May 29, 2020)

Certification of Principal Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certification of Principal Financial and accounting Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certification of Chief Executive Officer pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Certification

of Chief Financial Officer pursuant to 18 U.S.C.

Certification of Chief Financial Officer pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

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XBRL Taxonomy Extension Label Linkbase Document

XBRL Taxonomy Extension Presentation Linkbase Document

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Inline XBRL Instance Document

Inline XBRL Taxonomy Extension Schema Document

Inline XBRL Taxonomy Extension Calculation Linkbase Document

Inline XBRL Taxonomy Extension Definition Linkbase Document

Inline XBRL Taxonomy Extension Label Linkbase Document

Inline XBRL Taxonomy Extension Presentation Linkbase Document

Cover Page Interactive Data File (embedded within the Inline XBRL document)

Filed herewith

FORM 10–K SUMMARY

to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Annual

Report to be signed on its behalf by the undersigned, thereunto duly authorized.

STAR FOODS CORP.

March 31, 2022

Executive Officer and Executive Chairman

Executive Officer)

March 31, 2022

Financial Officer

Financial and Accounting Officer)

to the requirements of the Securities Exchange Act of 1934, as amended, this Annual Report has been signed below by the following persons

on behalf of the registrant and in the capacities and on the dates indicated.

Executive Officer, Executive Chairman and Director

Pursuant to the requirements of Section

13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Annual Report to be signed on its

behalf by the undersigned, thereunto duly authorized.

BLUE STAR FOODS CORP.

April 17, 2023

/s/ John Keeler

Chief Executive Officer and Executive Chairman

(Principal Executive Officer)

April 17, 2023

/s/ Silvia Alana

Chief Financial Officer

(Principal Financial and Accounting Officer)

Pursuant to the requirements of the Securities

Exchange Act of 1934, as amended, this Annual Report has been signed below by the following persons on behalf of the registrant and in

the capacities and on the dates indicated.

Chief Executive Officer, Executive Chairman and Director

April 17, 2023

Chief Financial Officer and Director

April 17, 2023

Timothy McLellan

April 17, 2023

Timothy McLellan

Trond Ringstad

April 17, 2023

Trond Ringstad

Juan Carlos Dalto

April 17, 2023

Juan Carlos Dalto

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 9A. Controls and Procedures