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Item 5. Market for Registrant’s Common Equity

2025-06-23 compared with 2024-04-01 · 37 added, 52 removed, 26 unchanged (77% of the section changed)

MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

common stock is quoted on the NASDAQ Capital Market under the symbol “BSFC”.

last reported sales price of our common stock on the NASDAQ Capital Market on March 29, 2024 was $0.09.

of March 29, 2024, the Company had 77 stockholders of record.

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.

common stock is quoted on the OTCBQ Venture Market (“OTCQB”) under the symbol “BSFC”.

last reported sales price of our common stock on the OTCQB on June 18, 2025, was $0.051.

of June 20, 2025, the Company had 68 stockholders of record.

have not paid any dividends on our capital stock and do not anticipate paying any dividends in the foreseeable future.

17 unchanged sentences

stock at an exercise price of $2,000.00 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

(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;

(vi) three-year options to purchase 28 shares of common stock at an

exercise price of $860.00 per share to an employee;

(vii) three-year options to purchase 6 shares of common stock at an exercise

price of $790.00 per share to an employee;

and (viii) three-year options to purchase 1,030 shares of common stock at an exercise

price of $17.75 per share to an employee.

Sales of Unregistered Securities

1 unchanged sentence

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.

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.

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.

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.

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.

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.

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.

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.

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 months of January 1, 2024 to March 1, 2025, the Company issued an aggregate of 430,880 shares of common stock, to the designee of

ClearThink Capital for consulting services provided to the Company.

During the months of June 1, 2024 to December 31,

2024, the Company issued an aggregate of 1,732,108 shares of common stock to Lind to settle its convertible notes.

May 22, 2024, the Company issued 10,000 shares of common stock to Hart, with a fair value of $23,300, as a commitment fee on the promissory

August 12, 2024, the Company issued 19,650 shares of common stock to Jefferson Street Capital, LLC, with a fair value of $22,794, as

a commitment fee on the promissory note.

August 12, 2024, the Company issued 19,650 shares of common stock to Quick Capital, LLC, with a fair value of $22,794, as a commitment

fee on the promissory note.

October 18, 2024, the Company issued 172,000 shares of common stock with a fair value of $86,000 to Mark Crone for consulting services

provided to the Company.

October 18, 2024, the Company issued 168,000 shares of common stock with a fair value of $84,000 to Walter F.

for consulting

services provided to the Company.

December 27, 2024, January 17, 2025, and February 25, 2025, the Company issued an aggregate of 656,484 shares of common stock to

Jefferson as partial conversion of $52,269 principial and accrued interest pursuant to the convertible promissory note.

January 13, 2025 and February 24, 2025, the Company issued an aggregate of 750,000 shares of common stock to Quick Capital as partial conversion

of $57,673 principal pursuant to the convertible promissory note.

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.

March 12, 2025, the Company issued 288,101 shares of common stock to Diagonal as partial conversion of $15,000 principal pursuant to the convertible promissory note.

above issuances did not involve any underwriters, underwriting discounts or commissions, or any public offering and we believe are exempt

2 unchanged sentences

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 5. Market for Registrant’s Common Equity