What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2025-06-23 compared with 2024-04-01 · 112 added, 272 removed, 217 unchanged (64% of the section changed)

were incorporated on October 17, 2017 in the State of Delaware as a blank check company to be used as a vehicle to pursue a business

combination with an unidentified target.

Following the Merger (as described below), we changed our name from “AG Acquisition Group

II, Inc.” to “Blue Star Foods Corp.” and succeeded to the business of Keeler & Co.

November 8, 2018 (the “Closing Date”), we entered into an Agreement and Plan of Merger and Reorganization (the “Merger

Agreement”), with Keeler & Co., Blue Star Acquisition Corp., our newly formed, wholly-owned Florida subsidiary (“Acquisition

Sub”), and John Keeler, Keeler & Co’s sole stockholder (the “Sole Stockholder”).

Pursuant to the terms of

the Merger Agreement, Acquisition Sub merged with and into Keeler & Co, which was the surviving corporation and thus became our wholly-owned

subsidiary (the “Merger”).

the Closing Date, each of the 25 shares of common stock of Keeler & Co issued and outstanding immediately prior to the closing of

the Merger were converted into 1,500 shares of our common stock.

As a result, an aggregate of 750,000 shares of our common stock

were issued to the Sole Stockholder.

the effective time of the Merger, the Company redeemed an aggregate of 462,500 shares of common stock from the pre-Merger stockholders

of the Company (the “Pre-Merger Holders”) for cancellation by the Company (the “Share Redemption”) and, as a

result, the Pre-Merger Holders retained an aggregate of 37,500 shares of common stock after the Merger, representing a value of $1.5

The shares were redeemed in consideration for the direct benefit the Pre-Merger Holders will receive in connection with the

consummation of the Merger.

with the closing of the Merger, we closed a private placement offering (the “Offering”) in which we sold an aggregate of

36 units of our securities (the “Units”) at a purchase price of $20,000 per Unit, for aggregate gross proceeds of $725,000.

Each Unit consisted of one share of the Company’s 8% Series A convertible preferred stock, par value $0.0001 per share (the “Series

A Stock”) and a three-year warrant (the “Warrant”) to purchase one-half of one share of common stock for every share

of common stock that would be received upon conversion of a share of Series A Stock (the “Warrant Shares”), at an exercise

price of $48.00.

The Series A Stock is convertible into shares (the “Conversion Shares”) of the Company’s common stock,

at a conversion rate of $40.00 per share (the “Conversion Rate”).

We issued 17,663 Warrant Shares in the Offering, which

Warrant Shares are exercisable independently of any conversion of Series A Stock.

The net proceeds of the Offering were used by the Company

for general corporate purposes.

All of the Series A Stock have been converted to shares of the Company’s common stock.

upon the closing of the Merger, we issued an aggregate of 34 Units to eleven “accredited investors” (the “Settlement

Parties”) for each such individual or entity entering into a settlement and mutual general release agreement (the “Settlement

Agreement”) with the Company in full and complete settlement and satisfaction and release of claims such Settlement Parties may

have against the Company (the “Company Settlement”).

the closing of the Merger, (i) options to purchase an aggregate of 5 shares of Keeler & Co’s common stock at an exercise

price of $200,000 per share, which were outstanding immediately prior to the closing of the Merger, were converted into a ten-year immediately

exercisable options to purchase an aggregate of 156,000 shares of common stock at an exercise price of $6.66 (which option was subsequently

terminated unexercised), and (ii) a ten-year option to purchase 156,000 shares of common stock at an exercise price of $40.00, which

vested one-year from the date of grant.

to the Board of Directors and Executive Officers

the Closing Date of the Merger, the then-current directors and Chief Financial Officer and Chief Executive Officer of the Company resigned

from all such positions as directors and officers of the Company and were replaced by new officers and directors.

connection with the Merger, each of our executive officers and directors after giving effect to the Merger (the “Restricted Holders”)

and each of the Pre-Merger Holders, holding at the closing date of the Merger an aggregate of 37,500 shares of our common stock, entered

into lock-up agreements (the “Lock-Up Agreements”), whereby the Restricted Holders were restricted for a period of 18 months

and the Pre-Merger Holders were restricted for 12 months, after the Merger (the “Restricted Period”), from sales or dispositions

(including pledges) in excess of 50% of all of the common stock held by (or issuable to) them and at a price below $44.0 per share (such

restrictions together the “Lock-Up”).

Notwithstanding such restrictions, during the Restricted Period (i) the Restricted

Holders may transfer up to 10% of their shares to a charitable organization which agrees to be bound by such Lock-Up restrictions and

(ii) the Pre-Merger Holders may transfer up to 10% of their shares to a third party which agrees to be bound by such Lock-Up restrictions.

From and after the Restricted Period, neither the Restricted Holders nor the 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.

from Pre-Merger Holders

connection with the Merger, the Company redeemed an aggregate of 462,500 shares of common stock from the Company’s Pre-Merger

Holders for cancellation by the Company (the “Share Redemption”) and, as a result, the stockholders retained an aggregate

of 37,500 shares of common stock after the Merger (the “Retained Shares”), representing a value of $1.5 million.

were redeemed in consideration for the direct benefit the Pre-Merger Holders will receive in connection with the consummation of the

authorized capital stock currently consists of 100,000,000 shares of common stock, and 5,000,000 shares of the preferred stock, of which

10,000 shares have been designated as Series A Stock.

Our common stock is not traded on any exchange.

Our common stock was quoted on

the OTC pink sheets under the symbol “BSFC” since February 18, 2020.

Our common stock was approved for listing on NASDAQ

under the symbol “BSFC” and began trading on November 3, 2021.

Pride Acquisition

November 26, 2019, Keeler & Co., Inc.

(the “Purchaser”) entered into an Agreement and Plan of Merger and Reorganization

(the “Coastal Merger Agreement”) with Coastal Pride Company, Inc., a South Carolina corporation, Coastal Pride Seafood, LLC,

a Florida limited liability company and newly-formed, wholly-owned subsidiary of Keeler & Co.

(the “Acquisition Subsidiary”

and, upon the effective date of the Coastal Merger, the “Surviving Company), and The Walter F.

Irrevocable Trust dated

1/8/03 (the “Trust”), Walter F.

Lubkin III (“Lubkin III”), Tracy Lubkin Greco (“Greco”) and John

Lubkin (“Lubkin”), constituting all of the shareholders of Coastal Pride Company, Inc.

immediately prior to the Coastal

Merger (collectively, the “Coastal Sellers”).

Pursuant to the terms of the Coastal Merger Agreement, Coastal Pride Company,

merged with and into the Acquisition Subsidiary, with the Acquisition Subsidiary being the surviving company (the “Coastal

Pride is a seafood company, based in Beaufort, South Carolina, that imports pasteurized and fresh crabmeat sourced primarily from Mexico

and Latin America and sells premium branded label crabmeat throughout North America.

to the terms of the Coastal Merger Agreement, the following consideration was paid by Keeler & Co.:

(i) an aggregate of $394,622

(ii) a five-year 4% promissory note in the principal amount of $500,000 (the “Lubkin Note), issued by Keeler & Co.

to Walter Lubkin Jr.

(“Walter Jr.”);

(iii) three-year 4% convertible promissory notes in the aggregate principal amount of

$210,000 (collectively, the “Sellers Notes” and together with the Lubkin Note, the “Notes”), issued by Keeler

to Greco, Lubkin III and Lubkin, pro rata to their ownership of Coastal Pride Company, Inc.

immediately prior to the Coastal

(iii) 25,000 shares of common stock of the Company, issued to Walter Lubkin, Jr.

(the “Walter Jr.

(iii) an aggregate of 39,750 shares of common stock of the Company, issued to Greco, Lubkin III and Lubkin, pro rata to their ownership

of Coastal Pride Company, Inc.

immediately prior to the Coastal Merger (together with the Walter Jr.

Shares, the “Consideration

Notes are subject to a right of offset against the Coastal Sellers’ indemnification obligations as described in the Coastal Merger

Agreement and are subordinate and subject to prior payment of all indebtedness of John Keeler under the Loan Agreement with Lighthouse

Financial Corp., a North Carolina corporation (“Lighthouse”).

and interest under the Lubkin Note are payable quarterly, commencing February 26, 2020, in an amount equal to the lesser of (i) $25,000

and (i) 25% of the Surviving Company’s quarterly earnings before interest, tax, depreciation and amortization.

of the principal and interest under the Sellers Notes are payable quarterly commencing on August 26, 2021.

The Sellers Notes are convertible

into shares of common stock of the Company at the Seller’s option, at any time after the first anniversary of the date of the Note,

at the rate of 0.05 share for each $40.00 of principal and/or interest so converted (the “Conversion Shares”).

has the right to prepay the Notes in whole or in part at any time without penalty or premium.

the effective time of the Coastal Merger, the Coastal Sellers entered into leak-out agreements (each, a “Leak-Out Agreement”)

pursuant to which the Coastal Sellers and Walter Jr.

may not directly or indirectly pledge, sell, or transfer any of the Consideration

Shares or Conversion Shares, or enter into any swap or other arrangement that transfers any of the economic consequences of ownership

of any such shares for one year from the date of the Coastal Merger.

Thereafter, each Seller and Walter Jr.

may transfer up to 25% of

the aggregate of the Consideration Shares and the Conversion Shares held by such person, in each successive six-month period.

connection with the Coastal Merger, Lubkin III and Greco agreed to serve as president and chief financial officer, respectively, of the

Surviving Company.

Finco I, LP (“ACF”) and Keeler & Co.

were parties to a loan and security agreement, originally dated as of August 31,

As a condition to ACF’s waiver of certain events of default under the Loan Agreement, and consent to the formation of the

Acquisition Subsidiary and the Coastal Merger, the Acquisition Subsidiary and Keeler & Co.

entered into the Joinder and Seventh Amendment

to the Loan Agreement which resulted, among other things, in Coastal Pride becoming an additional borrower under the Loan Agreement.

On March 31, 2021, Keeler & Co.

and Coastal Pride entered into a loan and security agreement (the “Loan Agreement”) with

Lighthouse, and the loan with ACF was extinguished.

April 15, 2021, the Company issued an aggregate of 823 shares of common stock to the Coastal Seller in lieu of payment in cash of

accrued interest in the aggregate amount of $39,504 under the Sellers’ Notes.

combination of cash and shares of common stock were issued on the notes by the Company totaling an aggregate of $180,989 on the Walter

Lubkin III Convertible Note, Tracy Greco Convertible Note and John Lubkin Convertible Note and such notes were extinguished on December

of BC Aquafarms Acquisition

April 27, 2021, we entered into a stock purchase agreement (the “SPA”) with TOBC, and Steve Atkinson and Janet Atkinson (the

“TOBC Sellers”), the owners of all of the capital stock of TOBC (the “TOBC Shares”) pursuant to which we acquired

all of the TOBC Shares from the TOBC Sellers for an aggregate purchase price of CAD$4,000,000, subject to adjustment based upon the amount

of TOBC’s working capital on the closing date (the “Purchase Price”) as follows:

(i) CAD$1,000,000 in cash, pro rata

with each TOBC Seller’s ownership of TOBC (ii) by the issuance to each TOBC Seller of a non-interest bearing promissory note in

the aggregate principal amount of CAD$200,000, with a maturity date of November 30, 2021, with the principal amount of each note to be

pro rata with each TOBC Seller’s ownership of TOBC, and secured by a Company guarantee and a general security agreement creating

a security interest over certain assets of the Company, and (iii) 49,387 shares of common stock, (representing CAD$2,800,000 of shares

based on USD$46.00 per share) with each TOBC Seller receiving a pro rata portion of such shares based upon the total number of TOBC shares

held by such TOBC Seller.

June 24, 2021, the SPA was amended to increase the purchase price to an aggregate of CAD$5,000,000 and the TOBC acquisition closed.

to the amendment, on August 3, 2021, an aggregate of 17,248 shares of common stock (representing CAD$1,000,000 of additional shares

calculated at USD$46.00 per share) was put in escrow until the 24-month anniversary of the closing.

If, within 24 months of the closing,

TOBC has cumulative revenue of at least CAD$1,300,000, the TOBC Sellers will receive all of the escrowed shares.

If, as of the 24-month

anniversary of the closing, TOBC has cumulative revenue of less than CAD$1,300,000, the TOBC Sellers will receive a prorated number of

the escrowed shares based on the actual cumulative revenue of TOBC as of such date.

addition to the foregoing consideration, at the time of the closing, the Company provided CAD$488,334 to TOBC for the extinguishment

of certain of TOBC’s existing debt.

shares of common stock received by the TOBC Sellers are subject to a leak-out restriction commencing on the date of issuance, as follows:

(i) up to 25% may be sold after 12 months;

(ii) up to 50% may be sold after 18 months;

(iii) up to 75% may be sold after 24 months;

(iv) up to 100% may be sold after 30 months.

TOBC Seller’s non-interest-bearing promissory notes were paid in full at maturity.

connection with the TOBC acquisition, the TOBC Sellers entered into four-year confidentiality, non-competition and non-solicitation agreements

with the Company.

July 6, 2023, the Company, TOBC and Steve Atkinson and Janet Atkinson agreed to waive a requirement in the First Amendment to the SPA

entered into as of June 24, 2021, that an aggregate of 17,247 shares of common stock of the Company (“Additional Shares”)

held in escrow be released if at June 24, 2023, the twenty-four month anniversary of the closing of the acquisition of TOBC by the Company,

TOBC had cumulative revenues of at least CAD$1,300,000, or if TOBC’s cumulative revenue had not reached CAD$1,300,000, a prorated

number of Additional Shares be released.

Accordingly, on July 6, 2023, the Company authorized the release of 8,451 Additional Shares

to Steve Atkinson and 8,796 Additional Shares to Janet Atkinson.

Seafood Asset Acquisition

February 3, 2022, Coastal Pride entered into an asset purchase agreement with Gault Seafood, LLC, a South Carolina limited liability

company ( “Gault Seafood”), and Robert J.

Gault II, President of the Seller (“Gault”) pursuant to which Coastal

Pride acquired all of Gault Seafood’s right, title and interest in and to assets relating to Gault Seafood’s soft-shell crab

operations, including intellectual property, equipment, vehicles and other assets used in connection with the soft-shell crab operations.

Coastal Pride did not assume any liabilities in connection with the acquisition.

The purchase price for the assets consisted of a cash

payment in the amount of $359,250 and the issuance of 8,355 shares of common stock of the Company with a fair value of $359,250.

Pride also entered into a consulting agreement with Gault under the terms of which Gault will provide consulting services to Coastal

Pride at the rate of $100 per hour, however, the first 45 days of services will be provided at no cost.

Gault also agreed not to compete

with Coastal Pride and its affiliates for a period of five years in any market in which Coastal Pride is operating or is considering

operating or solicit employees, consultants, customers or suppliers or in any way interfere with Coastal Pride’s business relationships

for a five-year period, Gault is also bound by customary confidentiality provisions.

The Consulting Agreement may be terminated by either

party upon five days written notice and by Costal Pride immediately for cause.

connection with the asset acquisition, Coastal Pride will lease 9,050 square feet from Gault for $1,000 per month under a one-year lease

agreement and will continue to operate the acquired soft-shell crab operations at such location in Beaufort, South Carolina unless a

new facility is earlier completed.

Our website address is www.bluestarfoods.com .

The information contained on, or that can be accessed through, our website is not incorporated by reference into this Annual Report and

is intended for informational purposes only.

are an international seafood company based in Miami, Florida that imports, packages and sells refrigerated pasteurized crab meat, and

other premium seafood products.

Our current source of revenue is from importing blue and red swimming crab meat primarily from Indonesia,

the Philippines and China and distributing it in the United States and Canada under several brand names such as Blue Star, Oceanica,

Pacifika, Crab & Go, First Choice, Good Stuff and Coastal Pride Fresh, and steelhead salmon and rainbow trout fingerlings produced

under the brand name Little Cedar Farms for distribution in Canada.

The crab meat which we import is processed in 13 plants throughout

Southeast Asia.

Our suppliers are primarily via co-packing relationships, including two affiliated suppliers.

We sell primarily to food

service distributors.

We also sell our products to wholesalers, retail establishments and seafood distributors.

Our current source of revenue is from purchasing blue and red swimming crab meat primarily from South

East Asia and distributing it in the United States and Canada under several brand names such as Blue Star, Oceanica, Pacifika, Crab &

Go, First Choice, Good Stuff and Coastal Pride Fresh.

We are procure crabs from domestic fishermen, (which is sold fresh and frozen)

which in turn are distributed along with crabmeat and steelhead salmon and rainbow trout fingerlings produced under the brand name Little

Cedar Farms for distribution in Canada.

The crab meat which we import from our suppliers are primarily via co-packing relationships,

including two affiliated suppliers.

We sell our products to food service wholesalers, retail establishments and seafood distributors.

seek to create a vertically integrated seafood company that offers customers high quality products while maintaining a focus on our core

values of delivering food safety, traceability and certified resource sustainability.

Our subsidiary companies procure, grow, harvest,

import and distribute high value seafood lines including but not limited to pasteurized, frozen and fresh crabmeat as well as steelhead

primary companies include:

Pride Seafood , LLC (“Coastal Pride”) which imports pasteurized and fresh crab meat sourced primarily from Mexico

and Latin America and sells premium branded label crab meat throughout North America;

of BC Aquafarms, Inc.

(“TOBC”), a land-based recirculating aquaculture systems (“RAS”) salmon farming

operation, which sells its steelhead salmon to distributors in Canada;

Ventures Inc., (“AFVFL”), a commercial reseller of food products;

Keeler & Co, Inc., (“Keeler & Co.”) doing business as Blue Star Foods, which imports, packages and sells refrigerated

pasteurized crab meat sourced primarily from Southeast Asia and other premium seafood products.

2024, we have shifted away from Keeler & Co.

and focused more heavily on Coastal Pride, Blue Star Foods Corp., and TOBC.

We anticipate moving away completely

from Keeler & Co.

in the second quarter of 2025.

long-term strategy is to create a vertically integrated seafood company that offers customers high quality products while maintaining

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operate through the following subsidiary companies:

, doing business as Blue Star Foods, is an international seafood company that imports, packages and sells refrigerated pasteurized

crab meat sourced primarily from Southeast Asia and other premium seafood products.

purchases the majority of our crab product (Portunus Pelagicus and Portunus Haanii) from processors which source the crab meat

from local fishermen in Indonesia, the Philippines, Thailand, Vietnam and India, to whom we pay a premium in order to outfit their boats

with a proprietary GPS-based system.

This system allows us to trace where the crab product originates and ensure that only mature crabs

are being harvested by the use of collapsible traps and not gill nets.

crab meat is purchased directly from processors with whom we have long-standing relationships, that have agreed to source their product

in a sustainable manner.

All crab meat is sourced under the Company’s U.S Food & Drug Administration (“FDA”) approved

Hazard Analysis Critical Control Point (“HACCP”) Plan.

Additionally, all suppliers are certified by the British Retail Consortium

(the “BRC”) and are audited annually to ensure safety and quality of our product.

imported crab meat is processed in six out of the ten plants available throughout Southeast Asia.

Our suppliers are primarily via co-packing

relationships, including two affiliated suppliers.

We sell primarily to food service distributors.

We also sell our products to wholesalers,

retail establishments and seafood distributors.

have created a technology platform that tracks the product through its entire chain of custody and collects and transmits various data

to the Company in real-time, from the loading site to the packing plant, through the sorting and pasteurization process and the exporting

process to the end customer.

Our technology allows our customers access to their “Scan on Demand” QR code-enabled traceability

premium proprietary brands, Blue Star, Pacifika and Oceanica are differentiated in terms of quality and price point.

believe that we utilize best-in-class technology, in both resource sustainability management and ecological packaging.

Pride is a seafood company, based in Beaufort, South Carolina, that imports pasteurized and fresh crab meat (Portunus Pelagicus,

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distributors in Canada.

are purchased from two primary suppliers and are hatched approximately every eight weeks.

TOBC’s hatchery is composed of a recirculating

system that utilizes an upwelling “heath stack” incubator and five tanks with moving bed biofiltration.

The fish are then

transferred to the main RAS system approximately 12 weeks post hatch.

TOBC’s feed is largely terrestrial based from grains and

other non-marine ingredients.

and fingerlings are purchased from two primary suppliers and are hatched approximately every eight weeks.

TOBC’s hatchery is composed

of a recirculating system that utilizes an upwelling “heath stack” incubator and five tanks with moving bed biofiltration.

The fish are then transferred to the main RAS system approximately 12 weeks post hatch.

TOBC’s feed is largely terrestrial based

from grains and other non-marine ingredients.

believe that the faster life cycle from birth to harvesting of our salmon, as compared to conventional salmon, allows it to be produced

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we believe that the higher costs are offset by more efficient growth and a shorter transportation distance to market.

, doing business as Blue Star Foods, is an international seafood company that imports, packages and sells refrigerated pasteurized

crab meat sourced primarily from Southeast Asia and other premium seafood products.

purchases our crab product (Portunus Pelagicus and Portunus Haanii) from processors which source the crab meat from local fishermen

in Indonesia, the Philippines, Thailand, Vietnam, Sri Lanka and India, to whom we pay a premium in order to outfit their boats with a

proprietary GPS-based system.

This system allows us to trace where the crab product originates and ensure that only mature crabs are

being harvested by the use of collapsible traps and not gill nets.

crab meat is purchased directly from processors with whom we have long-standing relationships, that have agreed to source their product

in a sustainable manner.

All crab meat is sourced under the Company’s U.S Food & Drug Administration (“FDA”) approved

Hazard Analysis Critical Control Point (“HACCP”) Plan.

Additionally, all suppliers are certified by the British Retail Consortium

(the “BRC”) and are audited annually to ensure safety and quality of our product.

imported crab meat is processed in six out of the ten plants available throughout Southeast Asia.

Our suppliers are primarily via co-packing

relationships, including two affiliated suppliers.

We sell primarily to food service distributors.

We also sell our products to wholesalers,

retail establishments and seafood distributors.

have created a technology platform that tracks the product through its entire chain of custody and collects and transmits various data

to the Company in real-time, from the loading site to the packing plant, through the sorting and pasteurization process and the exporting

process to the end customer.

Our technology allows our customers access to their “Scan on Demand” QR code-enabled traceability

premium proprietary brands, Blue Star, Pacifika and Oceanica are differentiated in terms of quality and price point.

We believe that

we utilize best-in-class technology, in both resource sustainability management and ecological packaging.

intend to shift the business of Keeler & Co.

over to Costal Pride.

We anticipate no longer operating through Keeler & Co.

the second quarter of 2025.

February 1, 2024, we entered into a ninety-day Master Services Agreement (the “Services Agreement”) with Afritex Ventures,

a Texas corporation (“Afritex”), pursuant to which we will be responsible for all of Afritex’s operations and

finance functions.

We will provide Afritex with working capital in order to sustain operations and will purchase certain inventory listed

in the Services Agreement.

The Company automatically extended the Services Agreement to August 31, 2024 after which it expired.

In connection with the Services Agreement, on February

1, 2024, AFVFL, a wholly-owned subsidiary of the Company, was incorporated in the State of Florida for the purpose of purchasing raw materials

from Afritex, up to the date of the Services Agreement expiration, for the preparation of packaged seafood and other inventory to be sold

to various customers in the United States.

distribute our imported blue and red swimming crabmeat in the United States under the brand names Blue Star, Pacifika, Oceanica, Crab

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Brand is packed with quality Portunus Pelagicus species crab in the Philippines and Indonesia.

Choice is a quality brand packed with Portunus Haanii crab meat from Malaysia.

Choice is a quality brand packed with Portunus Haanii crab meat from Vietnam and China.

Stuff is a premium brand packed with high quality Callinectes species crab from Mexico.

Pride Fresh is packed with Callinectes Sapidus from Venezuela and the United States.

salmon and rainbow trout fingerlings are produced by TOBC under the Little Cedar Falls brand.

The fish are sashimi grade and only sold

as a fresh item, usually reaching end users within days of harvest.

salmon is produced by TOBC under the Little Cedar Falls brand.

The fish are sashimi grade and only sold as a fresh item, usually reaching

end users within days of harvest.

and Traceable Product Sourcing.

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our existing businesses.

The three current existing businesses each have different pathways to organic growth, including by increasing

their reliable access to sustainably sourced marine product and supplying to a larger and more diversified customer base.

Our key objective

is to optimize the management of the companies across all companies, specifically in the marketing, sourcing and financing departments.

The three existing businesses each have different pathways to organic growth, including increasing

reliable access to sustainably sourced marine products and supplying to a larger and more diversified customer base.

Our primary objective is to optimize the management of each company, with

a specific focus on enhancing the performance and integration of the marketing, sourcing, and finance departments.

Acquisitions.

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our species product categories, and where operational synergies with our existing companies may exist.

We believe that we may have the

ability to layer on a sustainability model to certain companies that operate in a more traditional way, with an opportunity to increase

margins by selling a more premium product.

We believe there is an opportunity to integrate a sustainability model

into select traditionally operated companies, like ours, enabling margin growth through the introduction of premium, eco-conscious products.

the RAS Business.

We have an internal goal to reach production of 21,000 metric tons of steelhead salmon by 2028.

If we can successfully

access the necessary funding through the equity capital markets and through certain debt facilities, we hope to build a series of 1,500

metric ton and 3,000 metric ton facilities throughout strategic locations in British Columbia, Canada, where TOBC is currently based.

successfully access the necessary funding through the equity capital markets and through certain debt facilities, we hope to build a

series of 1,500 metric ton and 3,000 metric ton facilities throughout strategic locations in British Columbia and other Canada,

similar to where TOBC is currently based.

international seafood industry is going through a period of rapid change as it strives to meet the needs of a growing population around

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a growing demand for animal-based protein) as well as in the developed world (where there is an increased awareness and focus on sustainable

sourcing and protecting marine ecosystems).

sourcing and the protection of marine ecosystems).

in Population Growth and Global Seafood Consumption :

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certified grade A by the BRC and are audited annually to ensure safety and quality.

Company had four major suppliers located in the United States, Canada and China which accounted for approximately 82%

of the Company’s total purchases during the year ended December 31, 2023.

The Company’s largest supplier is located in Miami

and accounted for 35% of the Company’s total purchases in the year ended December 31, 2023.

Company had four major suppliers located in India, Brazil, Peru, and Indonesia which accounted for approximately 61.0% of the Company’s

total purchases during the year ended December 31, 2024.

The Company’s largest supplier is located in India and accounted for 19.8%

of the Company’s total purchases in the year ended December 31, 2024.

Marketing and Distribution

Company’s products are sold in the United States and Canada.

Its primary current source of revenue is importing blue and red swimming

crab meat primarily from Indonesia, the Philippines and China and distributing it in the United States and Canada under several brand

Our principal source of revenue is importing blue and red swimming

crab meat primarily from India, Brazil, Peru, and Indonesia and distributing it in the United States and Canada under several brand

names such as Blue Star, Oceanica, Pacifika, Crab & Go, Lubkin’s Coastal Pride, First Choice, Good Stuff, Coastal Pride Fresh

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The balance of our revenue is derived from smaller seafood distributors and value-added

Company had nine customers which accounted for approximately 52% of revenue during the year ended December 31, 2023.

Two customers accounted

for 22% of revenue during the year ended December 31, 2023.

The loss of any major customer could have a material adverse impact on the

Company’s results of operations, cash flows and financial position.

Company had five customers which accounted for approximately 48% of revenue during the year ended December 31, 2024.

Two customers

accounted for 31% of revenue during the year ended December 31, 2024.

The loss of any major customer could have a material adverse

impact on the Company’s results of operations, cash flows and financial position.

general, the international seafood industry is intensely competitive and highly fragmented.

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the Sea Frozen Foods), Phillips Foods, Inc., Harbor Seafood, Inc., Newport International and Twin Tails Seafood Corp.

Company’s primary competitors in its RAS business are Aquabounty, Atlantic Sapphire, Aquaco, Nordic Aquafarms, Whole Oceans, West

Coast Salmon and Pure Salmon.

Company’s primary competitors in its RAS business are Atlantic Sapphire, Aquaco, Nordic Aquafarms, Whole Oceans, Kuterra and Pure

intellectual property is an essential element of our business.

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following is a list of our patents:

POUCH-PACKAGED

CRABMEAT PRODUCT AND METHOD

FOR PACKAGING CRABMEAT

POUCH-PACKAGED CRABMEAT

PRODUCT AND METHOD

2015/0257426 A1

METHOD FOR PACKAGING CRABMEAT

1-2005-000216

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following is a list of our registered trademarks and trademarks for which we have filed applications.

FAVORITE CRABMEAT

Coastal Pride

AMERICA’S FAVORITE

Lubkin’s Coastal Pride

Lubkin’s Good Stuff

Lubkin’s First Choice

Intellectual Property Office registered trademarks:

69 unchanged sentences

of our facilities.

of March 28, 2024, we had thirty-nine full time employees and no part-time employees.

We believe that our future success will depend, in

part, on our continued ability to attract, hire and retain qualified personnel.

of June 20, 2025, we had 11 full time employees and no part-time employees.

We believe that our future success will depend, in part, on

our continued ability to attract, hire and retain qualified personnel.

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 1. Business