What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2024-04-01 compared with 2023-04-17 · 54 added, 52 removed, 24 unchanged (82% of the section changed)

MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

common stock was quoted on the OTC pink sheets under the symbol “BSFC” from February 18, 2020 until November 2, 2021.

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

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

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

common stock is quoted on the NASDAQ Capital Market under the symbol “BSFC”.

last reported sales price of our common stock on the NASDAQ Capital Market on March 29, 2024 was $0.09.

of March 29, 2024, the Company had 77 stockholders of record.

connection with the Merger, holders of 787,500 shares of common stock were prohibited, subject to certain exceptions, from disposing

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dispose or otherwise transfer more than one-third of the common stock held by such Holder in any two-month period.

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

each director, executive officer, and beneficial owners of over 10% of the Company’s common stock (for a period of 180 days after

the date of the final prospectus relating to the firm commitment underwritten public offering), have agreed, subject to customary exceptions,

not to sell, transfer or otherwise dispose of securities of the Company, without the prior written consent of Newbridge.

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

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

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

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

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

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

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

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

(b) file or caused to be filed any registration

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

for equity of the Company;

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

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

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

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.

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.

have not paid any dividends on our capital stock and do not anticipate paying any dividends in the foreseeable future.

At present, our

policy is to retain earnings, if any, to develop and market our products and implement our business plan.

The payment of dividends in

the future will depend upon, among other factors, our earnings, capital requirements, and operating financial conditions.

Authorized for Issuance under Equity Compensation Plans

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Equity compensation plans approved by security holders

4,461,511 (1)

Equity compensation plans not approved by security holders

(i) a ten-year option to purchase 156,000 shares of common stock at an exercise price of $40.00 per share granted to Christopher

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

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

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

(iv) three-year

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

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

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

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

(vii) three-year options to purchase an aggregate

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

and (viii) three-year options to purchase

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

Constable, the Company’s former chief financial officer and director;

(ii) ten-year options to purchase 12,500 shares of common

stock at an exercise price of $40.00 per share to Miozotis Ponce, the Company’s Chief Operating Officer;

(iii) ten-year options

to purchase an aggregate of 17,562 shares of common stock at an exercise price of $40.00 per share to certain employees;

(iv) ten-year

options to purchase an aggregate of 1,250 shares of common stock at an exercise price of $40.00 per share to certain contractors

under the 2018 Plan;

(v) three-year options to purchase an aggregate of 25,000 shares of common stock at an exercise price of $40.00

per share to the Company’s directors;

(vi) three-year options to purchase 351 shares of common stock at an exercise price of

$120.00 per share to Silvia Alana, the Company’s Chief Financial Officer and director (vii) five-year options to purchase an

aggregate of 8,750 shares of common stock at an exercise price of $40.00 per share to the Company’s directors;

(viii) three-year

options to purchase 1,378 shares of common stock at an exercise price of $17.20 per share to an employee;

(ix) three-year options

to purchase 285 shares of common stock at an exercise price of $15.80 per share to an employee;

(x) three-year options to purchase

43,200 shares of common stock at an exercise price of $0.80 per share to Silvia Alana, the Company’s Chief Financial Officer

and director and (xi) three-year options to purchase 51,514 shares of common stock at an exercise price of $0.35 per share to an

Sales of Unregistered Securities

1 unchanged sentence

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

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

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

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

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

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

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

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

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

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

with the Coastal Pride acquisition.

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

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

January 2023, the Company sold an aggregate of 23,705 shares of common stock for net proceeds of $182,982 in an “at the market”

offering pursuant to a sales agreement between the Company and Roth Capital Partners, LLC (“Roth”).

On January 31, 2023,

7,564 of shares were repurchased from Roth for $76,323.

The offering was terminated on February 2, 2023.

August 22, 2023, the Company issued 200,000 shares of common stock to Mark Crone for consulting services to be provided to the

Company starting on January 1, 2024.

December 31, 2023, the Company issued an aggregate of 3,958,333 shares of common stock to John Keeler’s designee in lieu of

payment of $570,000 of the principal amount of outstanding promissory notes held by Mr.

December 31, 2023, the Company issued 173,611 shares of common stock to each of Silvia Alana, Nubar Herian and John Keeler, 277,778 shares

of common stock to each of Timothy McLellan and Trond Ringstad, 101,273 shares of common stock to Juan Carlos Dalto and 399,306 shares

of common stock to Jeffrey Guzy with a total fair value of $227,083 for serving as directors of the Company.

December 31, 2023, the Company issued 1,736,111 shares of common stock to Walter Lubkin Jr.

in lieu of $250,000 of outstanding principal

payment under promissory notes issued by the Company in connection with the Coastal Pride acquisition.

the year ended December 31, 2023, the Company issued an aggregate of 239,229 shares of common stock to the designee of ClearThink for

consulting services provided to the Company.

the year ended December 31, 2023, the Company issued an aggregate of 1,380,585 shares of common stock for cash proceeds of $343,849

pursuant to a securities purchase agreement, dated May 16, 2023 with ClearThink.

In connection with such agreement, the Company also

issued 62,500 shares of common stock to ClearThink as commitment fees, with a fair value of $141,250, which was recorded as stock

issuance costs.

January 23, 2024 and February 1, 2024, the Company issued 76,388 and 82,706 shares of common stock, respectively, to the designee of

ClearThink for consulting services provided to the Company.

On January 25, 2024, the Company issued 354,610 shares of common stock

to ClearThink as a commitment fee.

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

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

What changed 10-K

Item 5. Market for Registrant’s Common Equity