What changed in this filing

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Item 9A. Controls and Procedures

2025-06-23 compared with 2024-04-01 · 203 added, 243 removed, 677 unchanged (40% of the section changed)

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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, 2023, 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.

matters involving internal controls and procedures that our management considered to be material weaknesses under the standards of the

Public Company Accounting Oversight Board were:

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, 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;

ineffective controls over the Company’s financial close and reporting process;

inadequate segregation of duties consistent with control objectives, including lack of personnel resources and technical accounting expertise

within the accounting function of the Company.

believes that the material weaknesses that were identified did not have an effect on our financial results.

However, management believes

that these weaknesses, if not properly remediated, could result in a material misstatement in our financial statements in future periods.

within the accounting function of the Company, and

● inadequate design and implementation of controls over related party transactions.

Remediation Initiatives

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personnel resources with technical accounting expertise within the accounting function.

Attestation Report of the Registered Public Accounting Firm

Report of the Registered Public Accounting Firm

Annual Report does not include an attestation report of our registered public accounting firm regarding our internal control over financial

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are the names of and certain information regarding the Company’s current executive officers and directors:

Chairman and Chairman of the Board and Chief Executive Officer

and Chief Financial Officer

Operating Officer

Chairman and Chief Executive Officer

directors hold office for three-year terms and until their successors have been elected and qualified.

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principal occupation and business experience during the past five years for our executive officer and directors is as follows:

Keeler has been Executive Chairman of the Board since November 8, 2018.

Keeler founded John Keeler & Co., d/b/a Blue

Star Foods in May 1995 and served as its Executive Chairman of the Board since inception during which time he grew the company to become

one of the leading marketers of imported blue swimming crab meat in the United States.

Keeler built sales over the past 20 years

to $35+ million annually through 2017.

Keeler oversees procurement as well as operating facilities in the Philippines and Indonesia.

Keeler is an executive committee member of the National Fisheries Institute-Crab Council and a founding member of the Indonesia and

Philippines crab meat processors associations.

Keeler received his BS in Economics from Rutgers University in 1995 and attended Harvard

Business School executive programs in supply chain management, negotiations and marketing in 2005.

Keeler’s extensive experience

in the industry led to the decision to appoint him to the board of directors.

Herian has served as a director since November 8, 2018.

Keeler has been Executive Chairman of the Board since the effectiveness of the Merger.

Keeler founded John Keeler & Co.,

d/b/a Blue Star Foods in May 1995 and served as its Executive Chairman of the Board since inception during which time he grew the company

to become one of the leading marketers of imported blue swimming crab meat in the United States.

Keeler built sales over the past

20 years to $35+ million annually through 2017.

Keeler oversees procurement as well as operating facilities in the Philippines and

Keeler is an executive committee member of the National Fisheries Institute-Crab Council and a founding member of the

Indonesia and Philippines crab meat processors associations.

Keeler received his BS in Economics from Rutgers University in 1995

and attended Harvard Business School executive programs in supply chain management, negotiations and marketing in 2005.

extensive experience in the industry led to the decision to appoint him to the board of directors.

Herian has been a director since the effectiveness of the Merger.

Since 2014, Mr.

Herian has been the chief executive officer of Monaco

Group Holdings, a privately-held company headquartered in Miami, Florida, which owns and operates Monaco Foods, Inc., an importer, exporter

and distributor of premium gourmet foods from around the world.

Herian has been the chief executive officer

of Monaco Group Holdings, a privately-held company headquartered in Miami, Florida, which owns and operates Monaco Foods, Inc., an importer,

exporter and distributor of premium gourmet foods from around the world.

Since 1995, Mr.

Herian has been the commercial director of Casa de Fruta

Caracas, a privately-held company based in Caracas, Venezuela, that focuses on importing foods.

Herian is also the president of Lunar

Enterprises, Corp.

(“Lunar”), a holding company for his family’s public and private equity investments and real estate

Herian received his BS in Mechanical Engineering from Florida Atlantic University in 1994 and an Executive M.B.A.

the University of Miami in 2014.

Herian’s experience in the food import industry led to the decision to appoint him to the

board of directors.

Guzy has served as a director since April 12, 2021.

Guzy served as a director of Leatt Corp.

LEAT), since April

2007 and from October 2007 to August 2010, as its President.

Guzy has served as an independent director and chairman of the audit

committee of Capstone Companies, Inc.

CAPC), a public holding company, since April 2007, as an independent director and chairman

of the audit committee of Purebase Corporation (OTC:

PUBC), a diversified resource company, since April 2020 and as Chairman of CoJax

Oil and Gas Corporation, an early stage oil and gas exploration and production company, since May 2018, and was appointed as its chief

executive officer in January 2020.

Guzy has served as an executive manager or consultant for business development, sales, customer

service, and management in the telecommunications industry, specifically, with IBM Corp., Sprint International, Bell Atlantic Video Services,

Loral CyberStar, and FaciliCom International.

Guzy has also started his own telecommunications company providing Internet services

in Western Africa.

Guzy has an MBA in Strategic Planning and Management from The Wharton School of the University of Pennsylvania,

Herian has been the commercial director of Casa

de Fruta Caracas, a privately-held company based in Caracas, Venezuela, that focuses on importing foods.

Herian is also the president

of Lunar Enterprises, Corp.

(“Lunar”), a holding company for his family’s public and private equity investments and

real estate holdings.

Herian received his BS in Mechanical Engineering from Florida Atlantic University in 1994 and an Executive

from the University of Miami in 2014.

Herian’s experience in the food import industry led to the decision to appoint

him to the board of directors.

Guzy has served as a director of Leatt Corp.

LEAT), since April 2007 and from October 2007 to August 2010, as its President.

Guzy has served as an independent director and chairman of the audit committee of Capstone Companies, Inc.

CAPC), a public

holding company, since April 2007, as an independent director and chairman of the audit committee of Purebase Corporation (OTC:

a diversified resource company, since April 2020 and as Chairman of CoJax Oil and Gas Corporation, an early stage oil and gas exploration

and production company, since May 2018, and was appointed as its chief executive officer in January 2020.

Guzy has served as an executive

manager or consultant for business development, sales, customer service, and management in the telecommunications industry, specifically,

with IBM Corp., Sprint International, Bell Atlantic Video Services, Loral CyberStar, and FaciliCom International.

Guzy has also started

his own telecommunications company providing Internet services in Western Africa.

Guzy has an MBA in Strategic Planning and Management

from The Wharton School of the University of Pennsylvania, an M.S.

in Systems Engineering from the University of Pennsylvania, a B.S.

in Electrical Engineering from Penn State University, and

a Certificate in Theology from Georgetown University.

Guzy’s extensive public company board experience led to the decision

to appoint him to the board of directors.

McLellan has served as a director since April 12, 2021.

McLellan has more than 35 years of operating experience and has served

as a seafood executive in both the U.S.

McLellan has been managing director of Maijialin Consulting Company Ltd.

provides international business development consulting services for import/export cold chain supply logistics and foodservice distribution,

since April 2012.

From April 2009 until February 2019, Mr.

McLellan was managing director, business development for Preferred Freezer

Services (Shanghai) Co.

Ltd, a Hong-Kong-based logistics and industrial infrastructure provider.

in Electrical Engineering from Penn State University, and a Certificate in Theology from Georgetown University.

Guzy’s extensive

public company board experience led to the decision to appoint him to the board of directors.

McLellan has more than 35 years of operating experience and has served as a seafood executive in both the U.S.

McLellan is currently managing director of Maijialin Consulting Company Ltd.

which provides international business development consulting

services specific to import/export cold chain supply logistics and foodservice distribution.

Prior thereto from April 2009 until February

McLellan was managing director, business development for Preferred Freezer Services (Shanghai) Co.

Ltd, which is owned by the

GLP Group, a Singapore-based logistics and industrial infrastructure provider.

Between 2019 and 2020, Mr.

served as a private equity operating partner for CITIC Capital Partners (Shanghai) Ltd.

McLellan served as a private

equity operating partner for CITIC Capital Partners (Shanghai) Ltd.

Prior to that, from 2009 through 2019, Mr.

served in various executive capacities, including Chairman for SinotransPFS Cold Chain Logistics Company, Ltd., a logistics company.

Between 2004 and 2009, Mr.

McLellan served as President of Empress International, a division of Thai Union Group.

McLellan served in various

executive capacities, including Chairman for SinotransPFS Cold Chain Logistics Company, Ltd., a logistics company.

Between 2004 and 2009,

he served in a senior manager position with the seafood division of ConAgra Foods.

McLellan’s knowledge and background in seafood

operations management led to the decision to appoint him to the Board.

Ringstad has served as a director since April 12, 2021 and has more than 20 years of operating experience as a seafood executive

in both the U.S.

Since April 2017, Mr.

Ringstad has been managing partner of American Sea, LLC, a seafood processing and

sales company, and since October 2013, Mr.

Ringstad has been an independent consultant for AGR Partners.

Between 2003 and 2007, he served

as president of Pacific Supreme Seafoods, a global importing and wholesaling seafood company.

Between 2001 and 2003, he served as vice

president of sales and marketing for Royal Supreme Seafoods, a Norwegian / Chinese seafood importer and sales company.

Ringstad graduated

from the BI Norwegian Business School with a Degree in International Marketing and has a BA in Business Management from Washington State

Ringstad’s knowledge and background with regard to seafood operations management led to the decision to appoint

him to the board of directors.

Alana has served as a director since April 20, 2022 and has been chief financial officer of the Company since May 2021.

was the corporate controller of the Company from August 2020 to May 2021.

Prior thereto, Ms.

Alana was Global Technical Accounting Manager

at Brightstar Corporation from April 2018 to July 2020 and Audit Manager at Crowe Horwath, LLP from July 2016 to April 2018.

was a Senior Accountant in Global Accounting and Reporting Services at Carnival Corporation & Plc., from May 2013 to February 2015,

and an Auditor in Assurance at Pricewaterhouse Coopers, LLP, from January 2010 to May 2013.

Alana graduated from Florida International

University with a Bachelor degree in Accounting in 2008 and a Master of Accounting in 2009.

Alana is a Certified Public Accountant.

Ponce has served as Chief Operating Officer since April 19, 2022.

From May 2012, Ms.

Ponce was the Company’s Vice President

of Operations, where she has led sales and marketing and operations.

Prior thereto, from June 2005, Ms.

Ponce served as Operations Manager.

Ponce joined the Company in June 2004 as Customer Service Director and has over 25 years of experience in the food industry.

Ponce holds an AA degree in Business from Miami Dade College.

McLellan served as President of Empress International, a division of Thai Union Group).

Between 2003 and 2004, he served in a senior

manager position with the seafood division of ConAgra Foods.

McLellan’s knowledge and background with regard to seafood operations

management led to the decision to appoint him to the board of directors.

Ringstad has more than 20 years of operating experience as a seafood executive in both the U.S.

Since April 2017,

Ringstad has been managing partner of American Sea, LLC, a seafood processing and sales company, and since October 2013, Mr.

has been an independent consultant for AGR Partners.

Between 2003 and 2007, Mr.

Ringstad served as president of Pacific Supreme Seafoods,

a global importing and wholesaling seafood company.

Between 2001 and 2003, he served as vice president of sales and marketing for Royal

Supreme Seafoods, a Norwegian / Chinese seafood importer and sales company.

Ringstad graduated from the BI Norwegian Business School

with a Degree in International Marketing and has a BA in Business Management from Washington State University.

Ringstad’s knowledge

and background with regard to seafood operations management led to the decision to appoint him to the board of directors.

have established three committees under the board of directors:

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include a discussion and analysis of the risks facing us.

board of directors currently consists of six members.

board of directors currently consists of five members.

We were not subject to listing requirements of any national securities exchange

that has requirements that a majority of the board of directors be “independent.” However, as a NASDAQ listed company, we

are required to comply with NASDAQ’s corporate governance standards applicable to director independence upon listing.

therein requires companies listed on NASDAQ to maintain a majority independent board.

In addition, the rules of the NASDAQ Capital Market

require that each member of a listed company’s audit, compensation, and corporate governance and nominating committees be independent.

Our board of directors has determined that all of our directors except John Keeler, our Executive Chairman and Chief Executive Officer,

and Silvia Alana, our Chief Executive Officer, are “independent” within the definition of independence provided in the rules

of NASDAQ Capital Market and the independence requirements contemplated by Rule 10A-3 under the Securities Exchange Act of 1934.

that has requirements that a majority of the board of directors be “independent.”

board of directors’ reviews, on an annual basis, the appropriate characteristics, skills and experience required for the board

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Section 16(a) Reports

16(a) of the Securities Exchange Act of 1934 requires our executive officers and directors, and persons who beneficially own more

than 10% percent of our equity securities (“Reporting Persons”) to file reports of ownership and changes in ownership

with the SEC.

Based solely on our review of copies of such reports and representations from the Reporting Persons, we believe that

during the year ended December 31, 2023, all of the Reporting Persons timely filed all such reports except that on December 31, 2023

each of (i) Jeffrey Guzy, a director, was issued 399,306 shares of common stock;

(ii) Trond Ringstad, a director, was issued 277,778

shares of common stock;

(iii) Timothy McLellan, a director, was issued 277,778 shares of common stock;

(iv) John Keeler, Chief

Executive Officer and a director, was issued 173,611 shares of common stock;

(v) Nubar Herian, a director was issued 173,611 shares

of common stock;

(vi) Juan Dalto, a former director, was issued 101,273 shares of common stock;

and (vii) Silvia Alana, Chief

Financial officer and a director, was issued 173,611 shares of common stock, for serving as directors of the Company, for which Form

4s were not timely filed.

16(a) of the Securities Exchange Act of 1934 requires our executive officers and directors, and persons who beneficially own more than

10% percent of our equity securities (“Reporting Persons”) to file reports of ownership and changes in ownership with the

Based solely on our review of copies of such reports and representations from the Reporting Persons, we believe that during the

year ended December 31, 2024, all of the Reporting Persons timely filed all such reports.

have adopted a code of ethics that applies to our executive officers, directors and employees.

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as an exhibit to this Annual Report.

Our Code of Ethics and the charters of the committees

of our board of directors are available on our website www.bluestarfoods.com .

a copy of the Code of Ethics will be provided without charge upon request from us.

Insider Trading

Our Insider Trading Policy governs the purchase, sale,

trade, and other dispositions of our securities by our officers, directors, and employees, to promote compliance with the insider trading

laws, rules and regulations and listing standards applicable to us.

Our Code of Ethics and the charters of the committees of our board of directors are available on

our website www.bluestarfoods.com .

In addition, a copy of the Code of Ethics will be provided without charge upon request from

Trading Policy

Insider Trading Policy governs the purchase, sale, trade, and other dispositions of our securities by our officers, directors, and employees,

to promote compliance with the insider trading laws, rules and regulations and listing standards

applicable to us.

in Procedures for Recommending Directors

There have been no material changes to the procedures

by which our stockholders may recommend nominees to our Board of Directors from those procedures set forth in our Proxy Statement for

our 2023 Annual Meeting of Stockholders, filed with the SEC on November 17, 2023.

have been no material changes to the procedures by which our stockholders may recommend nominees to our Board of Directors from those

procedures set forth in our Proxy Statement for our 2024 Annual Meeting of Stockholders, filed with the SEC on November 12, 2024.

EXECUTIVE COMPENSATION

Clawback Policy

Following the SEC’s approval of Nasdaq’s

proposed clawback listing standards, under Rule 10D-1, which directed companies to adopt and comply with a written clawback policy, to

disclose and file the policy as an exhibit to its annual report, we adopted a clawback policy on December 1, 2023, as filed as Exhibit

97 to this Annual Report.

table below sets forth certain information about the compensation awarded to, earned by or paid to our Chief Executive Officer and our

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Name and Principal Position

Stock awards ($)

Option awards ($)(1)

All other compensation ($)

awards ($)(1)

other compensation ($)

John Keeler -

Executive Chairman and Chief Executive Officer and Director

Executive Chairman and Chief Executive Officer

Silvia Alana -

Chief Financial Officer and

Former Chief Financial

Miozotis Ponce -

Chief Operating Officer

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

Represents 173,611 shares of common stock at $0.144 per share issued on December 31, 2023.

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

Represents 3,125 shares of common stock at $8.00 per share issued on December 31, 2022.

Represents an option to purchase 1,250 shares of common stock at $40.00 per share granted on December 31, 2022.

Represents an option to purchase 43,200 shares of common stock at $0.80 per share granted on December 31, 2023.

Represents 2,170 shares of common stock at $8.00 per share issued on December 31, 2022.

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.

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

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

subject to the option vest in equal monthly installments of 1,200 shares for the term of the option.

subject to the option vest in equal monthly installments of 10 shares for the term of the option.

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

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Trond Ringstad

Juan Carlos Dalto (2)

The aggregate grant date fair value is computed in accordance with FASB ASC Topic 718.

Dalto resigned from the Board on July 31, 2023.

Service Agreements

April 20, 2022, the Company entered into new one-year director service agreements (which replaced the agreements entered into in March

2021) with each of the current members of the Board.

The agreement will automatically renew for successive one-year terms unless either

party notifies the other of its desire not to renew the agreement at least 30 days prior to the end of the then current term, or unless

earlier terminated in accordance with the terms of the agreement.

As compensation for serving on the Board, each director will be entitled

to a $25,000 annual stock grant and for serving on a committee of the Board, an additional $5,000 annual stock grant, both based upon

the closing sales price of the common stock on the last trading day of the calendar year.

The director who serves as chairman of the

Audit Committee, Compensation Committee and Nominating and Governance Committee will be entitled to an additional $15,000, $10,000 and

$7,500 annual stock grant, respectively.

As additional consideration for such Board service, on April 20, 2022, each director was granted

a five-year option to purchase 1,250 shares of common stock at an exercise price of $40.00 per share, which shares vest in equal quarterly

installments of 63 shares during the term of the option.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Ownership of Certain Beneficial Owners and Management

following table sets forth, as of March 28, 2023, 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 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

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 40,682,568 shares of common stock issued and outstanding as of April 1, 2024.

and Address of Beneficial Owner

of Beneficial

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

5% or Greater Stockholder

Keeler Real Estate Holdings (1)

John Keeler Real Estate Holdings

3000 NW 109th Avenue

Miami, Florida 33172

Executive Officers and Directors

Named Executive Officers

and Directors

1,448,176 (3)

Timothy McLellan

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Miozotis Ponce

All current directors and

executive officers as a group (7 persons)

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

Holdings, Inc.

(“Holdings”) have voting and dispositive power over the shares held by Holdings.

All current directors and executive officers

as a group (6 persons)

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

have voting and dispositive power over the shares held by Holdings.

of such shares are held with Mr.

Keeler’s wife as tenants in the entirety and are subject to the terms of a lock-up agreement pursuant to which Mr.

Keeler’s wife as tenants in the entirety and are subject to the terms of a lock-up agreement

pursuant to which Mr.

Keeler may not sell more than one-third of the common stock held by him in any two-month period.

Includes 5,448 shares underlying a stock option which are exercisable within 60 days.

Includes (i) 625 shares underlying a warrant and (ii) 5,448 shares underlying stock options exercisable within 60 days.

Includes 5,448 shares underlying stock options which are exercisable within 60 days.

Includes 8,540 shares underlying stock options which are exercisable within 60 days.

Includes 11,641 shares underlying stock options which are exercisable within 60 days.

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

13 shares underlying stock options exercisable within 60 days.

13 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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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 January 1, 2024, the Company remains indebted to Mr.

under the remaining outstanding promissory notes in the aggregate principal amount of $165,620.

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.

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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There was $1,299,984 due as of December 31, 2024

for future shipments from Bacolod.

for future shipments from Bacolod and an allowance was recorded for this amount.

Keeler, our Chief Executive Officer, Executive Chairman and director, and Christopher Constable, our former Chief Financial Officer and

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stock options to remain in effect until November 8, 2028.

April 20, 2022, the Company entered into new one-year director service agreements (which replaced the agreements entered into in March

December 19, 2022, the Company entered into new one-year director service agreements (which replaced the agreements entered into in April

2022) with each of the current members of the Board.

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$30,000 annual stock grant, respectively.

As additional consideration for such Board service, each director was granted a five-year option

to purchase 1,250 shares of the Company’s common stock at an exercise price of $40.00 per share, which shares vest in equal quarterly

installments of 63 shares during the term of the option.

February 14, 2023, each of the Company’s executive officers and directors entered into the Aegis Lock-Up.

connection with a settlement agreement between Nubar Herian, a director, and certain stockholders of the Company, on November 23, 2023,

Herian, paid $43,446 to the Company in full satisfaction of any stockholder claims.

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.

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

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31, 2024 and 2023 are set forth below:

Year ended December 31,

Audit fees (1)

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Form of Warrant Agent Agreement (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on February 15, 2023)

Subordinated Secured Promissory Note, dated January 2, 2024, issued to Agile Lending, LLC

Subordinated Secured Promissory Note, dated January 2, 2024, issued to Agile Lending, LLC (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on July 28, 2023)

Form of Subscription Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on November 8, 2018)

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Warrant Agent Agreement, dated February 10, 2023, between the Company and VStock Transfer, LLC, including the Pre-Funded Common Stock Purchase Warrant (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on February 15, 2023)

Revenue-Based Factoring MCA Plus Agreement, dated January 18, 2024 between the Company and ClearThink Capital Partners LLC

Subordinated Business Loan and Security Agreement, dated January 2, 2024, between the Company and Agile Capital Funding, LLC

Intangibles Assets and Machinery Option to Purchase Agreement, dated February 12, 2024, between the Company and Afritex Ventures, Inc .

Master Services Agreement, dated February 1, 2024, between the Company and Afritex Ventures, Inc .

Code 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, 2021)

List of Subsidiaries (incorporated by reference to Exhibit 21.1 to the Company’s Annual Report on Form 10-K filed with the SEC on 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.

Agreement, dated May 16, 2023, by and between the Company and ClearThink Capital Partners, LLC (incorporated by reference to Exhibit

10.1 to the Company’s Current Report on Form 8-K filed with the SEC on May 17, 2023)

Purchase Agreement, dated May 16, 2023, by and between the Company and ClearThink Capital Partners, LLC (incorporated by reference

to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on May 17, 2023)

Registration Rights Agreement, dated May 16, 2023, by and between the Company and ClearThink Capital Partners, LLC (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the SEC on May 17, 2023)

Securities Purchase Agreement, dated May 30, 2023 by and between Blue Star Foods Corp.

and Lind Global Fund II LP (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on May 31, 2023)

Warrant dated May 30, 2023 issued by the Company to Lind Global Fund II LP (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on May 31, 2023)

Amended and Restated Security Agreement dated as of May 30, 2023 by and between the Company and Lind Global Fund II LP (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the SEC on May 31, 2023)

Waiver Agreement, dated July 6, 2023, among the Company, Taste of BC Aquafarms Inc., Steve Atkinson and Janet Atkinson (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on July 11, 2023)

First Amendment to Securities Purchase Agreement, dated July 27, 2023 by and between Blue Star Foods Corp.

and Lind Global Fund II LP (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on July 28, 2023)

Warrant dated July 27, 2023 issued by Blue Star Foods Corp.

to Lind Global Fund II LP (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on July 28, 2023)

First Amendment to Security Agreement dated as of July 27, 2023 by and between Blue Star Foods Corp.

and Lind Global Fund II LP (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the SEC on July 28, 2023)

Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.81 to the Company’s Registration Statement on Form S-1 filed with the SEC on July 28, 2023)

Subordinated Business Loan and Security Agreement dated May 9, 2024 by and between Blue Star Foods Corp.

and AgileLending, LLC (incorporated by reference to Exhibit 10.82 to the Company’s Registration Statement on Form S-1 filed with the SEC on August 12, 2024)

Subordinated Business Loan and Security Agreement dated July 25, 2024 by and between Blue Star Foods Corp.

and AgileLending, LLC (incorporated by reference to Exhibit 10.83 to the Company’s Registration Statement on Form S-1 filed with the SEC on August 12, 2024)

Promissory Note dated May 17, 2024 issued to FirstFire Global Opportunities Fund, LLC (incorporated by reference to Exhibit 10.84 to the Company’s Registration Statement on Form S-1 filed with the SEC on August 12, 2024)

Waiver and Acknowledgement Agreement by and between Blue Star Foods Corp.

and Lind Global Fund II LLP (incorporated by reference to Exhibit 10.85 to the Company’s Registration Statement on Form S-1 filed with the SEC on August 12, 2024)

Form of Securities Purchase Agreement for the August 2024 Private Placement Offering (incorporated by reference to Exhibit 10.86 to the Company’s Form 10-Q filed with the SEC on August 14, 2024)

Form of Promissory Note for the August 2024 Private Placement Offering (incorporated by reference to Exhibit 10.87 to the Company’s Form 10-Q filed with the SEC on August 14, 2024)

Form of Registration Rights Agreement for the August 2024 Private Placement Offering (incorporated by reference to Exhibit 10.88 to the Company’s Form 10-Q filed with the SEC on August 14, 2024)

Securities Purchase Agreement dated September 9, 2024 by and between Blue Star Foods Corp.

and 1800 Diagonal Lending LLC (incorporated by reference to Exhibit 10.89 to the Company’s Registration Statement on Form S-1 filed with the SEC on November 19, 2024)

Promissory Note dated September 8, 2024 by issued to1800 Diagonal Lending LLC (incorporated by reference to Exhibit 10.90 to the Company’s Registration Statement on Form S-1 filed with the SEC on November 19, 2024)

Securities Purchase Agreement dated October 1, 2024 by and between Blue Star Foods Corp.

and 1800 Diagonal Lending LLC (incorporated by reference to Exhibit 10.91 to the Company’s Registration Statement on Form S-1 filed with the SEC on November 19, 2024)

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

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,

of Subsidiaries (incorporated by reference to Exhibit 21.1 to the Company’s Annual Report on Form 10-K filed with the SEC on

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.

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

11 unchanged sentences

STAR FOODS CORP.

April 1, 2024

June 22, 2025

Executive Officer and Executive Chairman

Executive Officer)

April 1, 2024

Financial Officer

Financial and Accounting Officer)

Executive Officer and Principal Financial and Accounting Officer)

to the requirements of the Securities Exchange Act of 1934, as amended, this Annual Report has been signed below by the following persons

1 unchanged sentence

Executive Officer, Executive Chairman and Director

April 1, 2024

Financial Officer and Director

April 1, 2024

Claudia Campos

Timothy McLellan

April 1, 2024

Trond Ringstad

April 1, 2024

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