Item 5. Market for Registrant’s Common Equity
ITEM
5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Market
Information
Our
common stock was quoted on the OTC pink sheets under the symbol “BSFC” from February 18, 2020 until November 2, 2021. Our
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 April 14, 2023 was $0.13.
Holders
As
of April 14, 2023, the Company had 78 stockholders of record.
Lock-up
Agreements
In
connection with the Merger, holders of 15,750,000 shares of common stock were prohibited, subject to certain exceptions, from disposing
of or hedging any shares of common stock or securities convertible or exercisable for shares of common stock during an 18-month period
for Restricted Holders and 12-month period for Pre-Merger Holders, after the Merger in excess of 50% of all of the common stock held
by (or issuable to) them and at a price below $2.20 per share. 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.
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In
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.
In
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
the Company. 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.
Dividends
We
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
future. We intend to retain future earnings to fund ongoing operations and future capital requirements. Our Loan and Security Agreement
with Lighthouse contains terms prohibiting or limiting the amount of dividends that may be declared or paid on our common stock. Any
future determination to pay cash dividends will be at the discretion of our board of directors and will be dependent upon financial condition,
results of operations, capital requirements and such other factors as the board of directors deems relevant.
Securities
Authorized for Issuance under Equity Compensation Plans
The
following table provides information regarding our equity compensation plans as of December 31, 2022.
Equity
Compensation Plan Information
Plan category
Number of
securities to be
issued upon
exercise of
outstanding
options,
warrants and
rights
Weighted-
average exercise
price of
outstanding
options,
warrants and
rights
Number of
securities
remaining
available for
future issuance
under equity
compensation
plans
Equity compensation plans approved by security holders
4,461,511 (1)
2.00
3,575,000
Equity compensation plans not approved by security holders
0
0
0
(
1)
Represents
(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
directors; (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.
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Recent
Sales of Unregistered Securities
Except
as set forth below, there were no sales of equity securities during the period covered by this Report that were not registered under
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.
On
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.
On
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.
On
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.
On
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.
On
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.
The
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.
Purchases
of Equity Securities by the Issuer and Affiliated Purchasers
None.
ITEM
6. RESERVED