Blue Star Foods Corp. 10-K

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information Our common stock is quoted on the NASDAQ Capital Market under the symbol “BSFC”. The last reported sales price of our common stock on the NASDAQ Capital Market on March 29, 2024 was $0.09. Holders As of March 29, 2024, the Company had 77 stockholders of record. Lock-up Agreements In connection with the Merger, holders of 787,500 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 $44.00 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. Dividends We 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. Securities Authorized for Issuance under Equity Compensation Plans The following table provides information regarding our equity compensation plans as of December 31, 2023. 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 317,790 (1) 31.11 178,750 Equity compensation plans not approved by security holders 0 0 0 (1) Represents (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 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 employee. 32 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. In 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. On 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. 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 amount of outstanding promissory notes held by Mr. Keeler. On 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. On 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. During 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. During 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. On 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. 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. 33 ITEM 6. RESERVED