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 OTCBQ Venture Market (“OTCQB”) under the symbol “BSFC”. The last reported sales price of our common stock on the OTCQB on May 21, 2026, was $0.001. Holders As of May 22, 2026, the Company had 69 stockholders of record. 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, 2025. 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 3,871 (1) $ 2,000 3,575 Equity compensation plans not approved by security holders 0 0 0 (1) Represents (i) a ten-year option to purchase 3,120 shares of common stock at an exercise price of $2,000.00 per share granted to Christopher Constable, the Company’s former chief financial officer and director; (ii) ten-year options to purchase 250 shares of common stock at an exercise price of $2,000.00 per share to Miozotis Ponce, the Company’s former Chief Operating Officer; (iii) ten-year options to purchase an aggregate of 351 shares of common stock at an exercise price of $2,000.00 per share to certain employees; (iv) ten-year options to purchase an aggregate of 25 shares of common stock at an exercise price of $2,000.00 per share to certain contractors under the 2018 Plan; (v) five-year options to purchase an aggregate of 125 shares of common stock at an exercise price of $2,000.00 per share to the Company’s directors; 28 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. Between January 13, 2025 and January 16, 2026, the Company issued an aggregate of 81,499,999 shares of common stock to Quick Capital as partial conversion of $168,234 principal pursuant to the convertible promissory note. On January 14, 2025, the Company issued 480,000 shares of common stock to each of Nubar Herian and John Keeler, 960,000 shares of common stock to each of Timothy McLellan and Trond Ringstad, and 1,440,000 shares of common stock to Jeffrey Guzy, for serving as directors of the Company. On January 17, 2025, February 25, 2025, July 22, 2025, and August 27, 2025, the Company issued an aggregate of 866,649 shares of common stock to Jefferson as partial conversion of $45,583 principial and accrued interest pursuant to the convertible promissory note. Between March 12, 2025 and January 15, 2026, the Company issued 46,055,103 shares of common stock to Diagonal as partial conversion of $158,695 principal pursuant to the convertible promissory note. Between January 1, 2025 and January 16, 2026, the Company issued an aggregate of 5,850,976 shares of common stock, to the designee of ClearThink Capital for consulting services provided to the Company. On January 27, 2026, the Company issued 550,000 shares of Series A Preferred with par value $0.0001 per share. The Series A Preferred was issued for no cash or other consideration and solely to establish a voting control structure. Each share of Series A Preferred entitles the holder to 100 votes per share on all matters submitted to a vote of the stockholders. On March 3, 2026 and March 18, 2026, the Company issued an aggregate of 15,100,000 shares of common stock to Labrys as partial conversion of $8,628 accrued interest pursuant to the convertible promissory note. 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. ITEM 6. RESERVED 29