What changed in this filing

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Item 9A. Controls and Procedures

2024-04-01 compared with 2023-04-17 · 173 added, 241 removed, 747 unchanged (36% of the section changed)

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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;

segregation of duties consistent with control objectives, including lack of personnel resources and technical accounting expertise

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

matters involving internal controls and procedures that our management considered to be material weaknesses under the standards of the

Public Company Accounting Oversight Board were:

inadequate control over the monitoring of inventory maintained in the Company’s third-party warehouse;

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

inadequate segregation of duties consistent with control objectives, including lack of personnel resources and technical accounting expertise

within the accounting function of the Company.

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personnel resources with technical accounting expertise within the accounting function.

Attestation Report of the Registered Public Accounting Firm

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

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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 was the Company’s Vice President

of Operations, where she has led sales and marketing and operations.

Prior thereto, from June 2005, Ms.

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.

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 College.

have established three committees under the board of directors:

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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

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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

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

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

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 seven members.

board of directors currently consists of six members.

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

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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.

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 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.

entire Board participates in the nomination and audit oversight processes and considers executive and director compensation.

size of the Company and its stage of development, the entire Board is involved in such decision-making processes.

Thus, there is a potential

conflict of interest in that our directors and officers have the authority to determine issues concerning management compensation, nominations,

and audit issues that may affect management decisions.

We are not aware of any other conflicts of interest with any of our executive

officers or directors.

Relationships

are no family relationships between our directors or executive officers.

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Section 16(a) Reports

16(a) of the Securities Exchange Act of 1934 requires our executive officers and directors, and persons who beneficially own more than

10% percent of our equity securities (“Reporting Persons”) to file reports of ownership and changes in ownership with the

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

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.

16(a) of the Securities Exchange Act of 1934 requires our executive officers and directors, and persons who beneficially own more

than 10% percent of our equity securities (“Reporting Persons”) to file reports of ownership and changes in ownership

with the SEC.

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

during the year ended December 31, 2023, all of the Reporting Persons timely filed all such reports except that on December 31, 2023

each of (i) Jeffrey Guzy, a director, was issued 399,306 shares of common stock;

(ii) Trond Ringstad, a director, was issued 277,778

shares of common stock;

(iii) Timothy McLellan, a director, was issued 277,778 shares of common stock;

(iv) John Keeler, Chief

Executive Officer and a director, was issued 173,611 shares of common stock;

(v) Nubar Herian, a director was issued 173,611 shares

of common stock;

(vi) Juan Dalto, a former director, was issued 101,273 shares of common stock;

and (vii) Silvia Alana, Chief

Financial officer and a director, was issued 173,611 shares of common stock, for serving as directors of the Company, for which Form

4s were not timely filed.

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

We have filed a copy of our Code of Ethics

as an exhibit to our Current Report on Form 8-K filed with the SEC on July 19, 2021.

Ethics and the charters of the committees of our board of directors may be reviewed by accessing our public filings at the SEC’s

web site at www.sec.gov.

In addition, a copy of the Code of Ethics will be provided without charge upon request from us.

as an exhibit to this Annual Report.

Our Code of Ethics and the charters of the committees

of our board of directors are available on our website www.bluestarfoods.com .

a copy of the Code of Ethics will be provided without charge upon request from us.

Insider Trading

Our Insider Trading Policy governs the purchase, sale,

trade, and other dispositions of our securities by our officers, directors, and employees, to promote compliance with the insider trading

laws, rules and regulations and listing standards applicable to us.

in Procedures for Recommending Directors

There have been no material changes to the procedures

by which our stockholders may recommend nominees to our Board of Directors from those procedures set forth in our Proxy Statement for

our 2023 Annual Meeting of Stockholders, filed with the SEC on November 17, 2023.

EXECUTIVE COMPENSATION

Clawback Policy

Following the SEC’s approval of Nasdaq’s

proposed clawback listing standards, under Rule 10D-1, which directed companies to adopt and comply with a written clawback policy, to

disclose and file the policy as an exhibit to its annual report, we adopted a clawback policy on December 1, 2023, as filed as Exhibit

97 to this Annual Report.

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

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Compensation Table

and Principal Position

awards ($)(1)

other compensation ($)

Chairman and Chief Executive Officer and Director

Name and Principal Position

Stock awards ($)

Option awards ($)(1)

All other compensation ($)

John Keeler -

Executive Chairman and Chief Executive Officer and Director

Silvia Alana -

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.

Miozotis Ponce -

Chief Operating Officer

All option grants are calculated at the grant date fair value computed in accordance with FASB ASC Topic 718.

Represents 173,611 shares of common stock at $0.144 per share issued on December 31, 2023.

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

Represents 3,125 shares of common stock at $8.00 per share issued on December 31, 2022.

Represents an option to purchase 1,250 shares of common stock at $40.00 per share granted on December 31, 2022.

Represents an option to purchase 43,200 shares of common stock at $0.80 per share granted on December 31, 2023.

Represents 2,170 shares of common stock at $8.00 per share issued on December 31, 2022.

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 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 stock.

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

do not currently have employment agreements in effect with our executive officers.

EQUITY AWARDS AT DECEMBER 31, 2023

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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.

Miozotis Ponce

subject to the option vest in equal quarterly installments of 63 shares for the term of the option.

subject to the option vest in equal quarterly installments of 1,250 shares during the first year of the grant.

subject to the option vest in equal monthly installments of 1,200 shares for the term of the option.

subject to the option vest in equal monthly installments of 10 shares for the term of the option.

subject to the option vest as to 2,500 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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In connection with the Merger, we issued options to purchase

an aggregate of 6,240,000 million shares of common stock to certain executive officers and directors (3,120,000 of which were subsequently

forfeited unexercised).

an aggregate of 312,000 shares of common stock to certain executive officers and directors (156,000 of which were subsequently forfeited

unexercised).

375,000 shares of common stock are reserved for issuance under the 2018 Plan pursuant to a variety of stock-based compensation

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

Joined the Board as of April 20, 2022.

Dalto resigned from the Board on July 31, 2023.

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

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Ownership of Certain Beneficial Owners and Management

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

following table sets forth, as of March 28, 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

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percentages below are calculated based on 40,682,568 shares of common stock issued and outstanding as of April 1, 2024.

Name and Address of Beneficial Owner

and Address of Beneficial Owner

of Beneficial

5% or Greater Stockholder

Christopher Constable

3,145,000 (1)

Named Executive Officers and Directors

15,107,134 (2)

Keeler Real Estate Holdings (1)

3000 NW 109th Avenue

Miami, Florida 33172

Executive Officers and Directors

Timothy McLellan

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.

All current directors and

executive officers as a group (7 persons)

Keeler III, Sarah Keeler and Andrea Keeler, trust beneficiaries of John Keeler Real Estate

Holdings, Inc.

(“Holdings”) have voting and dispositive power over the shares held by Holdings.

923,801 of such shares are held with Mr.

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

pursuant to which Mr.

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.

Includes 5,448 shares underlying a stock option which are exercisable within 60 days.

Includes (i) 625 shares underlying a warrant and (ii) 5,448 shares underlying stock options exercisable within 60 days.

Includes 5,448 shares underlying stock options which are exercisable within 60 days.

Includes 8,540 shares underlying stock options which are exercisable within 60 days.

Includes 11,641 shares underlying stock options which are exercisable within 60 days.

Change-in-Control

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affiliate or immediate family member thereof, had or will have a direct or indirect material interest.

January 2006 through May 2017, Keeler & Co issued an aggregate of $2,910,000, 6% demand promissory notes to John Keeler, our Chief

Executive Officer, Executive Chairman and a director.

We may prepay the notes at any time first against interest due thereunder.

event of default occurs under the notes, interest will accrue at 18% per annum and if not paid within 10 days of payment becoming due,

the holder of the note is entitled to a late fee of 5% of the amount of payment not timely received.

On December 30, 2020, we entered

into a debt repayment agreement with Mr.

Keeler pursuant to which we issued 796,650 shares of common stock to a third party designated

Keeler as repayment for an aggregate principal amount of $1,593,300 due under four such notes.

All interest due on the notes had

previously been paid on a monthly basis.

As of December 31, 2022, the Company remains indebted to Mr.

Keeler under the remaining promissory

notes in the aggregate principal amount of $893,000.

January 2006 through May 2017, Keeler & Co issued an aggregate of $2,910,000, 6% demand promissory notes to John Keeler, our

Chief Executive Officer, Executive Chairman and a director.

We may prepay the notes at any time first against interest due

If an event of default occurs under the notes, interest will accrue at 18% per annum and if not paid within 10 days of

payment becoming due, the holder of the note is entitled to a late fee of 5% of the amount of payment not timely received.

December 30, 2020, we entered into a debt repayment agreement with Mr.

Keeler pursuant to which we issued 796,650 shares of common

stock to a third party designated by Mr.

Keeler as repayment for an aggregate principal amount of $1,593,300 due under four such

All interest due on the notes had previously been paid on a monthly basis.

On 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 outstanding promissory notes held by Mr.

As of January 1, 2024, the Company remains indebted to Mr.

under the remaining outstanding promissory notes in the aggregate principal amount of $165,620.

Keeler, our Chief Executive Officer, Executive Chairman and director owns 95% of Bacolod, an exporter of pasteurized crab meat from the

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of crab meat via Bacolod to the Company.

Company’s transactions with Bacolod were $0 and $1,280,589 for the years ended December 31, 2022 and 2021, respectively.

were no transactions between the Company and Bicol for the years ended December 31, 2023 and 2022.

From time to time, we may prepay Bacolod

for future shipments of product which may represent five to six months of purchases.

There was $1,299,984 due as of December 31, 2023

for future shipments from Bacolod.

Keeler, our Chief Executive Officer, Executive Chairman and director, and Christopher Constable, our former Chief Financial Officer and

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in the United Kingdom in 2019.

& Co leased approximately 16,800 square feet of office/warehouse space for our executive offices and distribution facility for $16,916

per month from John Keeler Real Estate Inc., a Florida corporation, 33% owned by a trust for each of John Keeler III, Andrea Keeler and

Sarah Keeler, each of whom is a child of John Keeler, our Chief Executive Officer.

On December 31, 2020, this facility was sold to an

unrelated third-party purchaser and the lease was terminated.

In connection with the sale, the Company retained approximately 4,756 square

feet of such space, rent-free, for 12 months.

time to time, we may prepay Bacolod for future shipments of product which may represent five to six months of purchases.

There was $1,299,984

due as of December 31, 2022 for future shipments from Bacolod.

Keeler, our Executive Chairman, was a party to an Unconditional and Continuing Guaranty, dated August 31, 2016, with ACF, pursuant to

Keeler guaranteed the Company’s obligations under its Loan and Security Agreement with ACF.

On March 31, 2021, John Keeler,

Executive Chairman and Chief Executive Officer, provided a personal guaranty of up to $1,000,000 to Lighthouse in connection with its

revolving credit facility.

Keeler, pledged 5,000,000 shares of common stock to secure the Company’s obligations under the $1,000,000 Kenar Note issued on

March 26, 2019.

On May 21, 2020, the Kenar Note was amended to, among other things, reduce the number of pledged shares by Mr.

to 4,000,000.

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

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 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

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

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

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installments of 63 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 and President of MO7 Boats LLC, is the brother of Nubar Herian,

a director of our Company.

June 30, 2021, Promarine Boats LLC, invested $250,000 in a private offering and was issued 125,000 shares of common stock and a warrant

to purchase 137,500 shares of common stock.

Marcos Herian, managing member of Promarine Boats LLC, is the brother of Nubar Herian, a

director of our Company.

June 30, 2021, R&N Ocean Inc., invested $250,000 in a private offering and was issued 125,000 shares of common stock and a warrant

to purchase 137,500 shares of common stock.

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.

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

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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 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.

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

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

We believe that all of our directors except Mr.

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

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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)

Subordinated Secured Promissory Note, dated January 2, 2024, issued to Agile Lending, LLC

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)

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

and Steven and Janet Atkinson

and Steven and Janet Atkinson (incorporated by reference to Exhibit 10.67 to the Company’s Annual Report on Form 10-K filed with the SEC on April 17, 2023)

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

and Kathryn Atkinson (incorporated by reference to Exhibit 10.68 to the Company’s Annual Report on Form 10-K filed with the SEC on April 17, 2023)

Vendor and Supply Agreement, effective January 28, 2023, between the Company and Just Food For Dogs, LLC (incorporated by reference to Exhibit 10.69 to the Company’s Annual Report on Form 10-K filed with the SEC on April 17, 2023)

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)

Revenue-Based Factoring MCA Plus Agreement, dated January 18, 2024 between the Company and ClearThink Capital Partners LLC

Subordinated Business Loan and Security Agreement, dated January 2, 2024, between the Company and Agile Capital Funding, LLC

Intangibles Assets and Machinery Option to Purchase Agreement, dated February 12, 2024, between the Company and Afritex Ventures, Inc .

Master Services Agreement, dated February 1, 2024, between the Company and Afritex Ventures, Inc .

Code of Ethics (incorporated by reference to Exhibit 14 to the Company’s Current Report on Form 8-K filed with the SEC on July 19, 2021)

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)

5 unchanged sentences

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

Inline XBRL Instance Document

Inline XBRL Taxonomy Extension Schema Document

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Filed herewith

Clawback Policy

XBRL Instance Document

XBRL Taxonomy Extension Schema Document

XBRL Taxonomy Extension Calculation Linkbase Document

XBRL Taxonomy Extension Definition Linkbase Document

XBRL Taxonomy Extension Label Linkbase Document

XBRL Taxonomy Extension Presentation Linkbase Document

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FORM 10–K SUMMARY

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)

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.

April 1, 2024

/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

Executive Officer and Executive Chairman

Executive Officer)

April 1, 2024

Chief Financial Officer and Director

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

April 1, 2024

Financial Officer and Director

April 1, 2024

Timothy McLellan

April 1, 2024

Timothy McLellan

Trond Ringstad

April 1, 2024

Trond Ringstad

Juan Carlos Dalto

April 1, 2024

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