What changed in this filing

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Item 1A. Risk Factors

2024-04-01 compared with 2023-04-17 · 111 added, 182 removed, 652 unchanged (31% of the section changed)

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have a material adverse effect on our ability to manage our business.

obligations to Lind Global Fund II LP, a Delaware limited partnership (“Lind”) pursuant to a $5,750,000 convertible note

are secured by a first priority security interest in all of our assets, so if we default on those obligations, Lind could foreclose on,

liquidate and/or take possession of our assets.

If that were to happen, we could be forced to curtail, or even to cease, our operations.

January 24, 2022, we entered into a securities purchase agreement with Lind pursuant to which we issued to Lind a senior secured, two-year,

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

Simultaneously, we entered into a security agreement

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

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

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

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

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

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

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

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loss of our fish in production.

also are dependent on egg availability If we had a disruption in our ability to purchase eggs, we would not be able to continue to stock

also are dependent on egg availability.

If we had a disruption in our ability to purchase eggs, we would not be able to continue to stock

We cannot guarantee that any disruptions might not occur in the future, any of which could cause loss of salmon to sell, damage

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and adversely affected and we may be unable to continue as a going concern.

loan and security agreement with Lighthouse contains operating and financial covenants that may restrict business and financing activities

of our subsidiaries, Keeler & Co.

and Coastal Pride.

under our loan and security agreement with Lighthouse are secured by substantially all of our personal property, including our intellectual

Our loan and security agreement contains affirmative and negative covenants which restricts our wholly-owned subsidiary, Keeler

and its subsidiary, Coastal Pride’s ability to, among other things:

of or sell its assets;

material changes in its business;

with or acquire other entities or assets;

additional indebtedness;

liens on its assets;

operating and financial restrictions and covenants in our loan and security agreement, as well as any future financing agreements into

which we may enter, may restrict the ability to finance operations and engage in, expand or otherwise pursue business activities and

Our ability to comply with these covenants may be affected by events beyond our control, and future breaches of any of these

covenants could result in a default under our loan and security agreement.

If not waived, future defaults could cause all of the outstanding

indebtedness under our loan and security agreement to become immediately due and payable and terminate all commitments to extend further

we do not have or are unable to generate sufficient cash available to repay our debt obligations when they become due and payable, either

upon maturity or in the event of a default, we may not be able to obtain additional debt or equity financing on favorable terms, if at

all, which may negatively impact our ability to operate and continue our business as a going concern.

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

state of the global economy continues to be uncertain.

The current global economic conditions and uncertain credit markets, concerns

regarding the availability of credit pose a risk that could impact our international relationships, as well as our ability to manage

normal commercial relationships with our customers, suppliers and creditors, including financial institutions.

Global trade issues and

the impositions of tariffs could also have an adverse effect on our international business activities.

If the current global economic

environment deteriorates, our business could be negatively affected.

may need to raise additional capital to fund our existing commercial operations and develop and commercialize new products and expand

our operations.

on our current business plan, we believe the net proceeds from our underwritten offering, together with our current cash and cash equivalents

and cash receipts from sales will enable us to conduct our planned operations for at least the next 12 months.

If our available cash

balances, net proceeds from the offering and anticipated cash flow from operations are insufficient to satisfy our liquidity requirements

including because of lower demand for our products or due to other risks described herein, we may seek to sell common stock or preferred

stock or convertible debt securities, enter into an additional credit facility or another form of third-party funding or seek other debt

our available cash balances, net proceeds from an offering and anticipated cash flow from operations are insufficient to satisfy our

liquidity requirements including because of lower demand for our products or due to other risks described herein, we may seek to sell

common stock or preferred stock or convertible debt securities, enter into an additional credit facility or another form of third-party

funding or seek other debt financing.

may consider raising additional capital in the future to expand our business, to pursue strategic investments, to take advantage of financing

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We are continuing to develop and refine our disclosure controls and other procedures that are designed to ensure

that information required to be disclosed by us in the reports that we file with the SEC is recorded, processed, summarized and reported

within the time periods specified in SEC rules and forms, and that information required to be disclosed in reports under the Securities

Exchange Act of 1934 is accumulated and communicated to our principal executive and financial officers.

Any failure to develop or maintain

effective controls could harm our operating results, cause us to fail to meet our reporting obligations or result in a restatement of

prior period financial statements.

In the event that we are not able to demonstrate compliance with the Sarbanes-Oxley Act, that our

internal control over financial reporting is perceived as inadequate or that we are unable to produce timely or accurate financial statements,

investors may lose confidence in our operating results and the price of our common stock could decline.

In addition, if we are unable

to continue to meet these requirements, our common stock may not be able to continue to meet the eligibility requirements for the NASDAQ

Stock Market.

that information disclosed to the SEC is recorded, processed, summarized and reported within the time periods specified in SEC rules

Any failure to develop or maintain effective controls could harm our operating results, cause us to fail to meet our reporting

obligations or result in a restatement of prior period financial statements.

In the event that we are not able to demonstrate compliance

with the Sarbanes-Oxley Act, that our internal control over financial reporting is perceived as inadequate or that we are unable to produce

timely or accurate financial statements, investors may lose confidence in our operating results and the price of our common stock could

In addition, if we are unable to continue to meet these requirements, our common stock may not be able to continue to meet the

eligibility requirements for the NASDAQ Stock Market.

independent registered public accounting firm will not be required to formally attest to the effectiveness of our internal control over

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in recruiting and retaining personnel, and managing international operations.

developed infrastructure;

and impositions on operations as a result of the COVID-19 pandemic.

we expand into other target markets, we cannot assure you that our expansion plans will be realized, or if realized, be successful.

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We pay certain of our suppliers in a foreign currency.

and we may pay others in the future in foreign currency.

As a result, an increase in the value of the U.S.

dollar relative to foreign

currencies could require us to reduce our selling price or risk making our product less competitive in international markets or our costs

could increase.

Also, if our international sales increase, we may enter into a greater number of transactions denominated in non-U.S.

dollars, which could expose us to foreign currency risks, including changes in currency exchange rates.

dollar relative to foreign currencies could require us to reduce our selling price

or risk making our product less competitive in international markets or our costs could increase.

Also, if our international sales increase,

we may enter into a greater number of transactions denominated in non-U.S.

dollars, which could expose us to foreign currency risks,

including changes in currency exchange rates.

larger portion of our revenues may be denominated in other foreign currencies if we expand our international operations.

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depend could harm our business.

operation of our planned digital banking platform may subject us to costs and risks associated with various laws and regulations, including

those relating to data privacy, security and protection.

Developments in these and other laws and regulations could harm our business,

financial condition or results of operations.

operations are vulnerable to interruption or loss due to natural or other disasters, power loss, strikes and other events beyond our

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may damage our ability to rely on such technologies.

In addition, although we endeavor to ensure that companies that work with us possess

appropriate intellectual property rights or licenses, we cannot fully avoid the risks of intellectual property rights infringement created

by suppliers of components used in our products or by companies we work with in cooperative research and development activities.

current or potential competitors may obtain patents that will prevent, limit or interfere with our ability to make, use or sell our products.

The defense of intellectual property claims, including patent infringement suits, and related legal and administrative proceedings can

be both costly and time consuming, and may significantly divert the efforts and resources of our technical personnel and management.

In addition, we cannot fully avoid the risks of intellectual property rights infringement

created by suppliers of components used in our products or by companies we work with in cooperative research and development activities.

Our current or potential competitors may obtain patents that will prevent, limit or interfere with our ability to make, use or sell our

The defense of intellectual property claims, including patent infringement suits, and related legal and administrative proceedings

can be both costly and time consuming, and may significantly divert the efforts and resources of our technical personnel and management.

These factors could effectively prevent us from pursuing some or all of our business operations and result in our customers or potential

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with applicable requirements could harm our business.

FDA and other government agencies regulate, among other things, with respect to our products and operations:

development and manufacturing;

labeling, content and language of instructions for use and storage;

sales and distribution;

keeping procedures;

and promotion;

and corrective actions;

import and export.

FDA and other government agencies, among other things, with respect to our products and operations regulate the design, development and

manufacturing;

testing, labeling, content and language of instructions for use and storage;

product safety;

marketing, sales and distribution;

recordkeeping procedures;

advertising and promotion;

recalls and corrective actions;

and product import and export.

regulations to which we are subject are complex and have tended to become more stringent over time.

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failure to comply with applicable regulations could jeopardize our ability to sell our products and result in enforcement actions such

of distribution;

or seizures of products;

in the introduction of products into the market;

or partial suspension of production.

as waning letters;

civil penalties;

termination of distribution;

recalls or seizures of products;

delays in the introduction

o products into the market;

and total or partial suspension of production.

may also be required to take corrective actions, such as installing additional equipment or taking other actions, each of which could

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to our employees.

of these sanctions could result in higher than anticipated costs or lower than anticipated sales and harm our reputation, business, financial

condition and results of operations.

Any of these sanctions could result in higher than anticipated costs or lower than anticipated sales and harm our reputation,

business, financial condition and results of operations.

liability claims could divert management’s attention from our business, be expensive to defend and result in sizeable damage awards

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liability claims;

economic conditions;

concerning our intellectual property or other proprietary rights;

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of new or changed securities analysts’ reports or recommendations regarding us.

addition, the stock markets in general have experienced extreme volatility that have been often unrelated to the operating performance

of the issuer.

These broad market fluctuations may negatively impact the price or liquidity of our common stock.

broad market fluctuations in the stock markets may negatively impact the price or liquidity of our common stock.

In the past, when the

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of our management would be diverted from the operation of our business.

are an “emerging growth company” and we cannot be certain if the reduced disclosure requirements applicable to emerging growth

companies will make our common stock less attractive to investors.

are an “emerging growth company,” as defined in the JOBS Act, and may take advantage of certain exemptions from various reporting

requirements that are applicable to other public companies that are not “emerging growth companies,” including not being

required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations

regarding executive compensation in our periodic reports and proxy statements and exemptions from the requirements of holding a nonbinding

advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

predict if investors will find our common stock less attractive because we may rely on these exemptions.

If some investors find our common

stock less attractive as a result, there may be a less active trading market for our common stock and our stock price may be more volatile.

addition, Section 102 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended

transition period provided in Section 7(a)(2)(B) of the Securities Act of 1933, as amended, or the Securities Act, for complying with

new or revised accounting standards.

An “emerging growth company” can therefore delay the adoption of certain accounting

standards until those standards would otherwise apply to private companies.

We have elected to take advantage of the benefits of this

extended transition period.

Our financial statements may therefore not be comparable to those of companies that comply with such new

or revised accounting standards.

may experience dilution of your ownership interests because of the future issuance of additional shares of our common stock or preferred

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

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

rules for continued listing, including, without limitation, minimum market capitalization and other requirements, NASDAQ may take steps

common stock is currently traded on the NASDAQ Capital Market under the symbol “BSFC.” However, if we fail to comply with NASDAQ’s

rules for continued listing, including, minimum market capitalization, bid price and other requirements, NASDAQ may take steps

to delist our shares.

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financing we may need in the future, may also be materially and adversely affected if our common stock is not traded on a national securities

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

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

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

are not in compliance with The NASDAQ Capital Market $1.00 minimum bid price requirement and failure to maintain compliance with this

standard could result in delisting and adversely affect the market price and liquidity of our common stock.

common stock is currently traded on the Nasdaq Capital Market under the symbol “BSFC.” If we fail to meet any of the continued

listing standards of NASDAQ, our common stock will be delisted.

These continued listing standards include specifically enumerated criteria,

such as a $1.00 minimum closing bid price.

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

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

We initially have a period of 180 calendar

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

If at any time before May 16, 2023, the closing bid price of our common stock closes

at or above $1.00 per share for a minimum of ten consecutive business days, NASDAQ will provide written notification that the Company

has achieved compliance with the minimum bid requirement.

If we do not regain compliance with the minimum bid requirement during the

initial 180 calendar day period, the Company may be eligible for an additional 180 calendar day compliance period.

To qualify, the Company

would be required to meet the continued listing requirement for market value of publicly held shares and all other initial listing standards

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

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

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

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

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

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

to be determined by its Board of Directors,.

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

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

the other listing requirements of NASDAQ.

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

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

If our common stock were to be delisted from NASDAQ,

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

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

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

are not in compliance with the NASDAQ Capital Market $1.00 minimum bid price requirement and the $2,500,000 stockholder’s

equity minimum requirement which could result in delisting and adversely affect the market price and liquidity of our common

September 26, 202 3 , we received a letter from the Listing Qualifications Department of The NASDAQ Stock Market LLC (“NASDAQ”)

notifying the Company that, based upon the closing bid price of the Company’s common stock for the

last 30 consecutive business days, the Company was not in compliance with the requirement to maintain a minimum bid price of

$1.00 per share for continued listing on The NASDAQ Capital Market, as set forth in NASDAQ Listing Rule 5550(a)(2) (the “Minimum

Bid Requirement”).

were provided a compliance period of 180 calendar days, or until March 25, 2024, to regain compliance with NASDAQ Listing Rule 5550(a)(2).

If at any time before March 25, 2024, the closing bid price of our common stock closes at or above $1.00 per share for a minimum of ten

consecutive business days, NASDAQ will provide written notification that the Company has achieved compliance with the Minimum Bid Requirement

and the matter would be resolved.

On March 26, 2024, we received a letter from NASDAQ stating the Company had not regained compliance

with the Minimum Bid Requirement and is not eligible for a second 180-day period because it is not in compliance with NASDAQ’s $5,000,000 minimum stockholders’ equity initial listing

The Company intends to present a written compliance plan to the NASDAQ

hearings panel by April 2, 2024 (which will stay further action by NASDAQ until the Panel’s final determination) for its consideration

of continued listing of the Company’s common stock on the NASDAQ Capital Market.

Company was notified on November 27, 2023 by NASDAQ that it no longer complied with the minimum $2,500,000 stockholders’ equity

required for continued listing on NASDAQ.

The Company is subject to a Mandatory Panel Monitor for a period of one year, or until October

On December 4, 2023, the Company was granted a hearing with NASDAQ’s hearings panel, which was scheduled for March 5,

On March 22, 2024, the NASDAQ hearings panel notified the Company that it had granted the request of the Company to continue its

listing on NASDAQ until May 15, 2024, subject to on or before April 1, 2024, the Company filing its Form 10-K for the year ended December

31, 2023, and filing its Form 10-Q for the quarter ended March 31, 2024 by May 15, 2024.

our common stock were to be delisted from The NASDAQ Capital Market , trading of our

common stock most likely will be conducted in the over-the-counter market on an electronic bulletin board established for unlisted

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

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

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

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expect our operating results to be subject to fluctuations.

Our operating results will be affected by numerous factors, including:

Our operating results will be affected by numerous factors, including variations

in the level of expenses related to future development plans;

in value of the underlying commodity;

to procure sufficient quantities to meet demand due to the scarcity of the product available from its suppliers;

of underlying demand for our products and any other products we sell;

intellectual property infringement lawsuit or opposition, interference or cancellation proceeding in which we may become involved;

developments affecting us or our competitors;

continuing effects of the COVID-19 pandemic.

fluctuations in value of the underlying commodity;

inability to procure

sufficient quantities to meet demand due to the scarcity of the product available from its suppliers;

level of underlying demand for

our products and any other products we sell;

any intellectual property infringement lawsuit or opposition, interference or cancellation

proceeding in which we may become involved and regulatory developments affecting us or our competitors.

our operating results for a particular period fall below the expectations of investors or securities analysts, the price of our common

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

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

over matters subject to stockholder approval.

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

affiliates, owned approximately 37% of our common stock, including shares subject to outstanding options that are exercisable within

60 days after such date.

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

and matters requiring stockholder approval, including the election of our board of directors and approval of significant corporate

transactions.

This concentration of ownership could have the effect of delaying or preventing a change in our control or otherwise discouraging a potential acquirer from attempting to obtain control of

us, which in turn could have a material and adverse effect on the fair market value of our common stock.

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

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

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

of the Exchange Act;

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

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

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

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

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

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

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

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

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

as an entity that is not a shell company.

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

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capital appreciation, if any, of our common stock will be your sole source of gain for the foreseeable future.

Related to the COVID-19 pandemic

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

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

The Company recognized

impairment losses on goodwill and long-lived assets for Coastal Pride and TOBC due to the lower forecasted revenues and gross losses

recognized in the year ended December 31, 2022 as a result of the effect of the COVID-19 pandemic on the Company’s business.

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

UNRESOLVED STAFF COMMENTS

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

under this Item.

could face significant penalties for our failure to comply with the terms of our outstanding convertible notes.

convertible notes contain positive and negative covenants and customary events of default including requiring us in many cases to timely

file SEC reports.

In the event we fail to timely file our SEC reports in the future, or any other events of defaults occur under the

notes, we could face significant penalties and/or liquidated damages and/or the conversion price of such notes could be adjusted downward

significantly, all of which could have a material adverse effect on our results of operations and financial condition, or cause any investment

in the Company to decline in value or become worthless.

of our outstanding convertible promissory notes include favored nations rights which if triggered could result in, among other

things, favorable treatment to such noteholders and dilution to existing shareholders.

of our outstanding convertible promissory notes include provisions which provide that, so long as such notes are outstanding, the Company

shall not enter into any public or private offering of its securities (including securities convertible into shares of our common stock)

with any individual or entity that has the effect of establishing rights or otherwise benefiting such other investor in a manner more

favorable in any material respect to such other investor than the rights and benefits established in favor of the holder of our convertible

notes unless, in any such case, the holder has been provided with such rights and benefits pursuant to a definitive written agreement

or agreements between the Company and the holder.

Such favored nations provisions could be triggered in the future and could materially

change the terms of the notes.

In the event any favored nations provisions of the notes are triggered, it may cause the terms of such

notes to be materially amended in favor of the holders thereof, cause significant dilution to existing shareholders, and otherwise have

a material adverse effect on the Company.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1A. Risk Factors