What changed in this filing

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Item 9A. Controls and Procedures

2026-05-22 compared with 2025-06-23 · 71 added, 80 removed, 800 unchanged (16% of the section changed)

24 unchanged sentences

could have a material effect on the financial statements.

management assessed the effectiveness of our internal control over financial reporting, existing as of December 31, 2024, based on

the criteria for effective internal control over financial reporting established in Internal Control—Integrated Framework

(2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and SEC guidance on conducting such

Based on that evaluation, we believe that, during the period covered by this Report, such internal controls and

procedures were not effective due to the following material weaknesses identified:

inadequate control over the monitoring of inventory maintained in the Company’s

third-party warehouse;

management assessed the effectiveness of our internal control over financial reporting, existing as of December 31, 2025, based on the

criteria for effective internal control over financial reporting established in Internal Control—Integrated Framework (2013) issued

by the Committee of Sponsoring Organizations of the Treadway Commission and SEC guidance on conducting such assessments.

Based on that

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

the following material weaknesses identified:

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;

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plan to create an internal control framework that will address financial close and reporting process, among other procedures;

plan to create a position to segregate duties consistent with control objectives and hire

personnel resources with technical accounting expertise within the accounting function.

plan to create a position to segregate duties consistent with control objectives and hire personnel resources with technical accounting

expertise within the accounting function.

Report of the Registered Public Accounting Firm

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Name and Principal Position

awards ($)(1)

other compensation ($)

John Keeler -

Executive Chairman and Chief Executive Officer

Executive Chairman and Chief Executive Officer and Director

Silvia Alana -

Former Chief Financial

Former Chief Financial Officer and

Miozotis Ponce -

Chief Operating Officer

Former Chief Operating Officer

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

3,472 shares of common stock at $7.00 per share issued on December 31, 2023.

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

an option to purchase 864 shares of common stock at $40.00 per share granted on December 31, 2023.

Represents 480,000 shares of common stock at $0.125 per share accrued for

as of December 31, 2024.

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

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

officer of $63,966.

In addition, stock-based compensation of $60,000 was not paid in cash or equity but was applied as an offset against

amounts owed by the executive to the Company in connection with related party transactions.

Represents 1,000,000 shares of Series A Super-Voting Preferred Stock entitled to 100 votes per share.

offer a 401(k) plan to eligible employees, including our executive officer.

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Unexercisable

Miozotis Ponce

subject to the option vest in equal quarterly installments of 1 shares for the term of the option.

subject to the option vest in equal quarterly installments of 25 shares during the first year of the grant.

subject to the option vest as to 50 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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Ownership of Certain Beneficial Owners and Management

following table sets forth, as of June 20, 2025, 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 owner of

more than 5% of its outstanding shares of common stock;

(ii) each of the Company’s directors (iii) each Named Executive Officer

and (iv) all of the Company’s executive officers and directors as a group.

The information relating to beneficial ownership of

Common Stock by our principal stockholders and management is based upon information furnished by each person using “beneficial

following table sets forth, as of May 22, 2026, 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

owner of more than 5% of its outstanding shares of common stock;

(ii) each of the Company’s directors (iii) each Named Executive

Officer and (iv) all of the Company’s executive officers and directors as a group.

The information relating to beneficial ownership

of Common Stock by our principal stockholders and management is based upon information furnished by each person using “beneficial

ownership” concepts under the rules of the SEC.

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3000 NW 109th Avenue, Miami, Florida 33172.

percentages below are calculated based on 16,254,721 shares of common stock issued and outstanding as of June 20, 2025.

Name and Address

of Beneficial Owner

percentages below are calculated based on 163,880,101 shares of common stock issued and outstanding as of May 22, 2026.

Name and Address of Beneficial Owner

5% or Greater Stockholder

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Miami, Florida 33172

Named Executive Officers

and Directors

Named Executive Officers and Directors

2,048,494 (2)

1,448,181 (3)

Timothy McLellan

Trond Ringstad

Miozotis Ponce

All current directors and executive officers

as a group (6 persons)

All current directors and executive officers as a group (5 persons)

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

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shares underlying a stock option which are exercisable within 60 days.

Includes 1,550,000 shares of Series A Super-Voting Preferred

Stock entitled to 100 votes per share.

18 shares underlying stock options exercisable within 60 days.

18 shares underlying stock options which are exercisable within 60 days.

250 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

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 December 31, 2024, the Company no longer remained indebted to Mr.

the promissory note was paid-off.

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.

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 December

31, 2024, the Company no longer remained indebted to Mr.

Keeler as the promissory note was paid-off.

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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$30,000 annual stock grant, respectively.

As of December 31, 2024, the Company had outstanding advances of $72,300 to Sustainable Seafood Philippines, a related

party, in connection with the planned acquisition of Bacolod’s assets, which will be carried out by Sustainable Seafood Philippines.

The Company recorded a full valuation allowance on these advances due to uncertainty regarding collectability.

During the year ended December 31, 2024, the Company

processed payments of $37,500 to Strike the Gold, a related party.

These payments were an addition to the existing long-term receivable

of $435,540 with Strike the Gold.

The Company determined it appropriate to record an allowance for the full balance due from Strike the Gold.

year ended December 31, 2024, the Company also sold inventory to Strike the Gold amounting $210,354 which will be recognized only upon

collection as collectability is not reasonably assured.

of December 31, 2025, the Company had outstanding advances of $72,300 to Sustainable Seafood Philippines, a related party, in connection

with the planned acquisition of Bacolod’s assets, which will be carried out by Sustainable Seafood Philippines.

The Company recorded

a full valuation allowance on these advances due to uncertainty regarding collectability.

the year ended December 31, 2024, the Company processed payments of $37,500 to Strike the Gold, a related party.

These payments were

an addition to the existing long-term receivable of $435,540 with Strike the Gold.

The Company determined it appropriate to record an

allowance for the full balance due from Strike the Gold.

For the year ended December 31, 2024, the Company also sold inventory to Strike

the Gold amounting $210,354 which will be recognized only upon collection as collectability is not reasonably assured.

are not currently subject to listing requirements of any national securities exchange or inter-dealer quotation system that has requirements

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PRINCIPAL ACCOUNTANT FEES AND SERVICES

aggregate fees billed to us by our principal accountants, MaloneBailey, LLP, for professional services rendered for the year ended December

31, 2024 and 2023 are set forth below:

aggregate fees billed to us by our principal accountants, GreenGrowth CPAs, and its former accountants MaloneBailey, LLP, for

professional services rendered for the year ended December 31, 2025 and 2024 are set forth below:

December 31,2024

Audit fees (1)

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Promissory Note dated October 1, 2024 issued to1800 Diagonal Lending LLC (incorporated by reference to Exhibit 10.92 to the Company’s Registration Statement on Form S-1 filed with the SEC on November 19, 2024)

Promissory Note dated December 16, 2024 issued to 1800 Diagonal Lending LLC

Promissory Note dated January 28, 2025 issued to 1800 Diagonal Lending LLC

Subordinated Business Loan and Security Agreement dated January 28, 2025 by and between Blue Star Foods Corp.

and Agile Capital Funding, LLC

Note dated December 16, 2024 issued to 1800 Diagonal Lending LLC (incorporated by reference to Exhibit 10.93 to the Company’s Form 10-K filed with the SEC on June 23, 2025)

Note dated January 28, 2025 issued to 1800 Diagonal Lending LLC (incorporated by reference to Exhibit 10.94 to the Company’s Form 10-K filed with the SEC on June 23, 2025)

Business Loan and Security Agreement dated January 28, 2025 by and between Blue Star Foods Corp.

and Agile Capital Funding, LLC (incorporated by reference to Exhibit 10.95 to the Company’s Form 10-K filed with the SEC on June 23, 2025)

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,

1 unchanged sentence

May 29, 2020)

Certification

of Principal Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the

Sarbanes-Oxley Act of 2002

Certification

of Principal Financial and accounting Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section

302 of the Sarbanes-Oxley Act of 2002

Certification

of Chief Executive Officer pursuant to 18 U.S.C.

Certification of Principal Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certification of Principal Financial and accounting Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certification of Chief Executive Officer pursuant to 18 U.S.C.

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

Certification

of Chief Financial Officer pursuant to 18 U.S.C.

Certification of Chief Financial Officer pursuant to 18 U.S.C.

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

Clawback Policy

Policy (incorporated by reference to Exhibit 97 to the Company’s Form 10-K filed with the SEC on June 23,

XBRL Instance Document

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STAR FOODS CORP.

June 22, 2025

Executive Officer and Executive Chairman

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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 9A. Controls and Procedures