Item 5. Market for Registrant’s Common Equity
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 June 18, 2025, was $0.051.
Holders
As
of June 20, 2025, the Company had 68 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, 2024.
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
4,935 (1)
1,469.20
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 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; (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.
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.
During
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.
On
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
note.
On
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.
On
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.
On
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.
On
October 18, 2024, the Company issued 168,000 shares of common stock with a fair value of $84,000 to Walter F. Lubkin Jr. for consulting
services provided to the Company.
On
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.
On
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.
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
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.
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.
29
ITEM
6. RESERVED