BSFC Blue Star Foods Corporation

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

(Mark One)

 

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended: June 30, 2024

 

or

 

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from ________________ to ________________

 

Commission file number: 001-40991

 

BLUE STAR FOODS CORP.

(Exact name of registrant as specified in its charter)

 

Delaware		82-4270040
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

 

3000 NW 109th Avenue

Miami, Florida 33172

(Address of principal executive offices)

 

(305) 836-6858

(Registrant’s telephone number, including area code)

 

N/A

(Former name, former address and former fiscal year, if changed since last report)

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.0001 par value		BSFC		The NASDAQ Stock Market LLC (NASDAQ Capital Market)

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated Filer	☒	Smaller reporting company	☒
		Emerging growth company	☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to section 13(a) of the Exchange Act. ☐

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

 

As of August 14, 2024, there were 2,511,458 shares of the registrant’s common stock, par value $0.0001 per share, outstanding.

 

 

 

BLUE STAR FOODS CORP.

 

FORM 10-Q

FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2024

 

TABLE OF CONTENTS

 

		PAGE
PART I - FINANCIAL INFORMATION		4
Item 1.	Financial Statements (Unaudited)	4
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	22
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	28
Item 4.	Controls and Procedures	28
PART II - OTHER INFORMATION		29
Item 1.	Legal Proceedings	29
Item 1A.	Risk Factors	29
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	29
Item 3.	Defaults Upon Senior Securities	29
Item 4.	Mine Safety Disclosures	29
Item 5.	Other Information	29
Item 6.	Exhibits	30
SIGNATURES		31

 

 

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

 

Except for historical information, this report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Such forward-looking statements include, among others, those statements including the words “believes”, “anticipates”, “expects”, “intends”, “estimates”, “plans” and words of similar import. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements.

 

Forward-looking statements are based on our current expectations and assumptions regarding our business, potential target businesses, the economy and other future conditions. Because forward-looking statements relate to the future, by their nature, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. Our actual results may differ materially from those contemplated by the forward-looking statements. We caution you therefore that you should not rely on any of these forward-looking statements as statements of historical fact or as guarantees or assurances of future performance. Important factors that could cause actual results to differ materially from those in the forward-looking statements include changes in local, regional, national or global political, economic, business, competitive, market (supply and demand), regulatory conditions and the following:

 

	●	Our ability to raise capital when needed and on acceptable terms and conditions;
	●	Our ability to make acquisitions and integrate acquired businesses into our company;
	●	Our ability to attract and retain management with experience in the business of importing, packaging and selling of seafood;
	●	Our ability to negotiate, finalize and maintain economically feasible agreements with suppliers and customers;
	●	The availability of crab meat and other premium seafood products we sell;
	●	The intensity of competition;
	●	Changes in the political and regulatory environment and in business and fiscal conditions in the United States and overseas; and
	●	The effect of COVID-19 on our operations and the capital markets.

 

A description of these and other risks and uncertainties that could affect our business appears in the section captioned “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2023 which we filed with the Securities and Exchange Commission (“SEC”) on April 1, 2024. The risks and uncertainties described under “Risk Factors” are not exhaustive.

 

Given these uncertainties, readers of this Quarterly Report on Form 10-Q (“Quarterly Report”) are cautioned not to place undue reliance on such forward-looking statements. We disclaim any obligation to update any such factors or to publicly announce the result of any revisions to any of the forward-looking statements contained herein to reflect future events or developments.

 

All references in this Quarterly Report to the “Company”, “we”, “us”, or “our”, are to Blue Star Foods Corp., a Delaware corporation, and its consolidated subsidiaries, John Keeler & Co., Inc., d/b/a Blue Star Foods, a Florida corporation (“Keeler & Co.”), and its wholly-owned subsidiary, Coastal Pride Seafood, LLC, a Florida limited liability company (“Coastal Pride”), Taste of BC Aquafarms, Inc., a corporation formed under the laws of the Province of British Columbia, Canada (“TOBC”) and Afritex Ventures, Inc., a Florida corporation (“AFVFL”).

 

All references to shares of common stock of the Company in this Quarterly Report have been adjusted to reflect the Company’s 1:50 reverse stock split effective as of May 20, 2024 (the “Reverse Stock Split”).

 

 

PART I – FINANCIAL INFORMATION

 

ITEM 1. FINANCIAL STATEMENTS

 

The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States and the rules of the SEC, and should be read in conjunction with the audited financial statements and notes thereto contained in our Annual Report on Form 10-K for the year ended December 31, 2023. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the periods presented have been reflected herein. The results of operations for the periods presented are not necessarily indicative of the results to be expected for the full year.

 

Blue Star Foods Corp.

CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

 

		JUNE 30, 2024				DECEMBER 31, 2023
ASSETS
CURRENT ASSETS
Cash and cash equivalents		$	73,110			$	24,163
Accounts receivable, net of allowances and credit losses of $30,605 and $31,064			600,478				534,195
Inventory, net			2,638,108				2,608,521
Advances to related party			-				95,525
Other current assets			2,455,069				833,472
Total Current Assets			5,766,765				4,095,876
RELATED PARTY LONG-TERM RECEIVABLE			435,545				435,545
FIXED ASSETS, net			358,978				303,857
RIGHT OF USE ASSET			104,788				125,014
ADVANCES TO RELATED PARTY			1,299,984				1,299,984
OTHER ASSETS			138,736				102,222
TOTAL ASSETS		$	8,104,796			$	6,362,498
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
Accounts payable and accruals		$	839,494			$	661,377
Customer refunds			107,587				189,975
Deferred income			-				47,819
Current maturities of lease liabilities			35,852				35,428
Current maturities of related party long-term notes			100,000				100,000
Loan payable			829,754				156,938
Related party notes payable - subordinated			44,038				165,620
Derivative liability			484,350				1,047,049
Warrants liability			550				1,574
Other current liabilities			790,881				790,881
Total Current Liabilities			3,232,506				3,196,661
LONG-TERM LIABILITIES
Lease liability, net of current portion			68,936				89,586
Debt, net of current portion and discounts			188,509				481,329
TOTAL LIABILITIES			3,489,951				3,767,576
STOCKHOLDERS’ EQUITY
Series A 8% cumulative convertible preferred stock, $0.0001 par value; 10,000 shares authorized, 0 shares issued and outstanding as of June 30, 2024, and 0 shares issued and outstanding as of December 31, 2023			-				-
Common stock, $0.0001 par value, 100,000,000 shares authorized; 2,271,858 shares issued and outstanding as of June 30, 2024, and 461,722 shares issued and outstanding as of December 31, 2023			233				46
Additional paid-in capital			41,519,902				36,661,926
Accumulated other comprehensive loss			(83,173	)			(179,995	)
Accumulated deficit			(36,745,794	)			(33,810,732	)
Treasury stock, 151 shares as of June 30, 2024 and 151 shares as of December 31, 2023			(76,323	)			(76,323	)
TOTAL STOCKHOLDERS’ EQUITY			4,614,845				2,594,922
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY		$	8,104,796			$	6,362,498

 

The accompanying notes are an integral part of these unaudited consolidated financial statements

 

 

Blue Star Foods Corp.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(UNAUDITED)

 

		2024				2023				2024				2023
		Three months ended June 30								Six months ended June 30
		2024				2023				2024				2023
REVENUE, NET		$	1,776,558			$	1,655,562			$	4,036,887			$	3,554,001
COST OF REVENUE			1,482,041				1,574,547				3,571,608				3,188,624
GROSS PROFIT			294,517				81,015				465,279				365,377
COMMISSIONS			-				773				4,221				1,746
SALARIES AND WAGES			295,449				466,127				597,239				996,965
DEPRECIATION AND AMORTIZATION			1,377				27,668				2,676				30,337
OTHER OPERATING EXPENSES			689,414				662,699				1,395,065				1,362,789
LOSS FROM OPERATIONS			(691,723	)			(1,076,252	)			(1,533,922	)			(2,026,460	)
OTHER INCOME			48,127				25,292				49,662				27,194
INTEREST INCOME			-				24				-				24
LOSS ON SETTLEMENT OF DEBT			-				(184,589	)			-				(833,019	)
CHANGE IN FAIR VALUE OF DERIVATIVE AND WARRANT LIABILITIES			(327,122	)			99,577				(244,486	)			99,577
INTEREST EXPENSE			(871,249	)			(315,787	)			(1,206,316	)			(670,453	)
NET LOSS			(1,841,967	)			(1,451,735	)			(2,935,062	)			(3,403,137	)
NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS		$	(1,841,967	)		$	(1,451,735	)		$	(2,935,062	)		$	(3,403,137	)
COMPREHENSIVE LOSS:
CHANGE IN FOREIGN CURRENCY TRANSLATION ADJUSTMENT			18,789				(36,744	)			96,822				48,830
COMPREHENSIVE LOSS		$	(1,823,178	)		$	(1,488,479	)		$	(2,838,240	)		$	(3,354,307	)
Loss per common share:
Net loss per common share - basis and diluted		$	(1.52	)		$	(30.68	)		$	(3.39	)		$	(83.85	)
Weighted average common shares outstanding - basic and diluted			1,209,792				47,316				866,510				40,584

 

The accompanying notes are an integral part of these unaudited consolidated financial statements

 

 

Blue Star Foods Corp.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT) (UNAUDITED)

SIX MONTHS ENDED JUNE 30, 2024 AND 2023

 

		Shares				Amount				Shares				Amount				Capital				Deficit				Income (Loss)				Stock				Equity
		Series A																								Accumulated
		Preferred Stock								Common Stock								Additional								Other								Total
		$.0001 par value								$.0001 par value								Paid-in				Accumulated				Comprehensive				Treasury				Stockholders’
		Shares				Amount				Shares				Amount				Capital				Deficit				Income (Loss)				Stock				Equity
December 31, 2023			-			$	-				461,722			$	46			$	36,661,926			$	(33,810,732	)		$	(179,995	)		$	(76,323	)		$	2,594,922
Stock based compensation			-				-				-				-				8,800				-				-				-				8,800
Common stock issued for service			-				-				5,238				1				32,999				-				-				-				33,000
Common stock issued for note payment			-				-				15,000				2				68,318				-				-				-				68,320
Common stock issued for cash											226,656				23				836,337				-				-				-				836,360
Common stock issued for loan commitment fees			-				-				7,092				1				49,999				-				-				-				50,000
Net Loss			-				-				-				-				-				(1,093,095	)			-				-				(1,093,095	)
Cumulative translation adjustment			-				-				-				-				-				-				78,033				-				78,033
March 31, 2024			-			$	-				715,708			$	73			$	37,658,379			$	(34,903,827	)		$	(101,962	)		$	(76,323	)		$	2,576,340
Stock based compensation, net of forfeitures			-				-				-				-				(14,423	)			-				-				-				(14,423	)
Common stock issued for service			-				-				6,319				2				21,998				-				-				-				22,000
Common stock issued for note payment			-				-				426,831				44				1,684,707				-				-				-				1,684,751
Common stock issued for cash			-				-				1,113,000				113				2,145,942				-				-				-				2,146,055
Common stock issued for loan commitment fees			-				-				10,000				1				23,299				-				-				-				23,300
Net Loss			-				-				-				-				-				(1,841,967	)			-				-				(1,841,967	)
Cumulative translation adjustment			-				-				-				-				-				-				18,789				-				18,789
June 30, 2024			-			$	-				2,271,858			$	233			$	41,519,902			$	(36,745,794	)		$	(83,173	)		$	(76,323	)		$	4,614,845

 

		Series A																								Accumulated								Total
		Preferred Stock								Common Stock								Additional								Other								Stockholders’
		$.0001 par value								$.0001 par value								Paid-in				Accumulated				Comprehensive				Treasury				Equity
		Shares				Amount				Shares				Amount				Capital				Deficit				Income (Loss)				Stock				(Deficit)
December 31, 2022			-			$	-				26,766			$	2			$	28,329,248			$	(29,339,120	)		$	(235,853	)		$	-			$	(1,245,723	)
Stock based compensation			-				-				-				-				20,190				-				-				-				20,190
Common stock issued for service			-				-				66				0				23,000				-				-				-				23,000
Common stock issued for note payment			-				-				7,471				1				1,743,229				-				-				-				1,743,230
Common stock issued for cash			-				-				9,474				1				1,880,691				-				-				-				1,880,692
Repurchase of common stock			-				-				-				-				-				-				-				(76,323	)			(76,323	)
Net Loss			-				-				-				-				-				(1,951,402	)			-				-				(1,951,402	)
Cumulative translation adjustment			-				-				-				-				-				-				85,574				-				85,574
March 31, 2023			-			$	-				43,777			$	4			$	31,996,358			$	(31,290,522	)			(150,279	)		$	(76,323	)		$	479,238
Balance			-			$	-				43,777			$	4			$	31,996,358			$	(31,290,522	)			(150,279	)		$	(76,323	)		$	479,238
Stock based compensation			-				-				-				-				16,940				-								-				16,940
Common stock issued for service			-				-				1,406				0				18,000				-								-				18,000
Common stock issued for note payment			-				-				8,142				0				758,588				-								-				758,588
Common stock issued for cash			-				-				1,000				0				200,000				-								-				200,000
Net Loss			-				-				-				-				-				(1,451,735	)			-				-				(1,451,735	)
Cumulative translation adjustment			-				-				-				-				-				-				(36,744	)			-				(36,744	)
June 30, 2023			-			$	-				54,325			$	4			$	32,989,886			$	(32,742,257	)		$	(187,023	)		$	(76,323	)		$	(15,713	)
Balance			-			$	-				54,325			$	4			$	32,989,886			$	(32,742,257	)		$	(187,023	)		$	(76,323	)		$	(15,713	)

 

The accompanying notes are an integral part of these unaudited consolidated financial statements

 

 

Blue Star Foods Corp.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

 

		2024				2023
		Six Months Ended June 30
		2024				2023
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss		$	(2,935,062	)		$	(3,403,137	)
Adjustments to reconcile net loss to net cash (used in) operating activities:
Stock based compensation, net of forfeitures			(5,623	)			37,130
Common stock issued for service			55,000				41,000
Depreciation of fixed assets			2,676				2,092
Amortization of intangible assets			-				28,245
Amortization of debt discounts			777,663				497,961
Allowance for inventory obsolescence			370,923				-
Loss on settlement of debt			-				833,019
Lease expense			20,226				23,653
Credit loss expense			-				6,068
Loss on revaluation of fair value of derivative and warrant liabilities			244,486				(99,577	)
Changes in operating assets and liabilities:
Accounts receivables			(66,283	)			545,772
Inventories			(400,510	)			1,658,097
Advances to related parties			95,525				-
Other current assets			(799,947	)			(540,070	)
Right of use liability			(20,226	)			(23,692	)
Other assets			(25,835	)			(25,000	)
Accounts payable and accruals			130,298
Customer refunds			(82,388	)			(1,154,778	)
Net Cash (Used in) Operating Activities			(2,639,077	)			(1,573,217	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of fixed assets			(57,797	)			(15,351	)
Net Cash (Used in) Investing Activities			(57,797	)			(15,351	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from common stock offering			2,160,765				2,080,692
Proceeds from working capital line of credit			-				2,405,034
Proceeds from short-term loan			1,357,491				500,000
Proceeds from convertible debt			-				915,000
Repayments of working capital line of credit			-				(4,182,971	)
Repayments of short-term loan			(746,626	)			(40,385	)
Repayments of related party notes payable			(121,582	)			(62,661	)
Purchase of treasury stock			-				(76,323	)
Net Cash Provided by Financing Activities			2,650,048				1,538,386
Effect of Exchange Rate Changes on Cash			95,773				48,012
NET INCREASE IN CASH AND CASH EQUIVALENTS			48,947				(2,170	)
CASH AND CASH EQUIVALENTS – BEGINNING OF PERIOD			24,163				9,262
CASH AND CASH EQUIVALENTS – END OF PERIOD		$	73,110			$	7,092
Supplemental Disclosure of Cash Flow Information
Cash paid for interest		$	307,502			$	174,677
SUPPLEMENTAL DISCLOSURE OF NON-CASH ACTIVITIES
Common stock issued for partial settlement of note payable		$	1,753,071			$	2,501,819
Common stock issued for loan commitment fees			73,300				-
Receivable for equity proceeds			821,650				-
Derivative liability recognized on issuance of convertible note			-				264,688
Warrant liability recognized on issuance of convertible note			-				381,538

 

The accompanying notes are an integral part of these unaudited consolidated financial statements

 

 

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

 

Note 1. Company Overview

 

Blue Star Foods Corp., a Delaware corporation (“we”, “our”, the “Company”), is an international sustainable marine protein company based in Miami, Florida that imports, packages and sells refrigerated pasteurized crab meat, and other premium seafood products. The Company’s main operating business, John Keeler & Co., Inc. (“Keeler & Co.”) was incorporated in the State of Florida in May 1995. The Company has three other subsidiaries, Coastal Pride, TOBC and AFVFL which maintain the Company’s fresh crab meat, steelhead salmon and packaged seafood and other inventory businesses, respectively. The Company’s current source of revenue is purchasing blue and red swimming crab meat primarily from our largest supplier in Miami 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, steelhead salmon and rainbow trout produced under the brand name Little Cedar Farms for distribution in Canada and purchasing raw materials for packaged seafood and other inventory under AFVFL to be sold to various customers in the United States.

 

On 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 Gault Seafood (“Gault”) pursuant to which Coastal Pride acquired all of the Seller’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 business. 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 167 shares of common stock of the Company with a fair value of $359,250. Such shares were subject to a leak-out agreement pursuant to which Gault Seafood could not sell or otherwise transfer the shares until February 3, 2023.

 

On February 1, 2024, the Company entered into a ninety-day Master Services Agreement (the “Services Agreement”) with Afritex Ventures, Inc. a Texas corporation (“Afritex”), pursuant to which the Company will be responsible for all of Afritex’s operations and finance functions. The Company will provide Afritex with working capital in order to sustain operations and will purchase certain inventory listed in the Services Agreement. In consideration for its services, during the term of the Services Agreement, the Company will earn all of the revenue and profits by the purchase and sale of Afritex’s inventory. Under the Services Agreement, Afritex may not sell or otherwise use as consideration any of its intellectual property without the Company’s consent. The Company must maintain certain commercial liability insurance during the term of the Services Agreement. The Services Agreement also provides that the Company may not solicit Afritex employees for 24 months nor circumvent existing business relationships of Afritex for three years, after the term of the Services Agreement. The term of the Services Agreement will automatically extend for three thirty-day periods, if Afritex’s outstanding debt is no greater than $325,000. To date, the Company has automatically extended the Services Agreement to August 31, 2024.

 

In connection with the Services Agreement, on February 12, 2024, the Company entered into an Intangibles Assets and Machinery Option To Purchase Agreement with Afritex (the “Option Agreement”). Pursuant to the Option Agreement, the Company has the option to purchase Afritex’s intangible assets, machinery and equipment set forth in the Option Agreement for a purchase price of $554,714 for machinery and equipment and 100,000 shares of the Company’s common stock were issued on February 12, 2024 to be held in escrow, for intangible assets. In addition, for one year from the date of the Option Agreement, Afritex has an option to purchase up to $1,000,000 shares of the Company’s common stock at a 10% discount to the lowest volume-weighted average price in the immediately prior five days. The sale of any shares acquired by Afritex under the Option Agreement are subject to a “leak-out” provision as set forth in the Option Agreement. The closing of the Option Agreement is subject to, among other things, the successful restructuring of Afritex’s accounts payable debts so that no individual debt of $85,000 or aggregate debt of more than $325,000 is outstanding. The Option Agreement may be terminated if, among others, the closing has not occurred within 90 days, unless extended for two additional 30-day periods at the Company’s sole discretion. To date, the Company has extended the Option Agreement for the first additional 30-day period and has not exercised its option to purchase such intangibles assets, machinery and equipment.

 

8

 

 

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 for the preparation of packaged seafood and other inventory to be sold to various customers in the United States.

 

On May 20, 2024, the Company amended its Certificate of Incorporation to affect a one-for-fifty reverse stock split (“Reverse Stock Split”), which became effective the same day. All share and per share amounts have been restated for all periods presented to reflect the Reverse Stock Split.

 

Note 2. Summary of Significant Accounting Policies

 

Basis of Presentation

 

The following unaudited interim consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Accordingly, such interim financial statements do not include all the information and footnotes required by accounting principles generally accepted in the United States (“GAAP”) for complete annual financial statements. The information furnished reflects all adjustments, consisting only of normal recurring items which are, in the opinion of management, necessary in order to make the financial statements not misleading. The results of operations for the interim periods are not necessarily indicative of the results to be expected for the full year. The consolidated balance sheet as of December 31, 2023 has been derived from the Company’s annual financial statements that were audited by our independent registered public accounting firm but does not include all of the information and footnotes required for complete annual financial statements. These financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto which are included in our Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC on April 1, 2024 for a broader discussion of our business and the risks inherent in such business.

 

Advances to Suppliers and Related Party

 

In the normal course of business, the Company may advance payments to its suppliers, including of Bacolod Blue Star Export Corp. (“Bacolod”), a related party based in the Philippines. These advances are in the form of prepayments for products that will ship within a short window of time. In the event that it becomes necessary for the Company to return products or adjust for quality issues, the Company is issued a credit by the vendor in the normal course of business and these credits are also reflected against future shipments.

 

As of June 30, 2024, and December 31, 2023, the balance due from the related party for future shipments was approximately $1,300,000. No new purchases have been made from Bacolod since November 2020. There was no cost of revenue related to inventories purchased from Bacolod recorded for the six months ended June 30, 2024 and 2023.

 

Revenue Recognition

 

The Company recognizes revenue in accordance with Accounting Standards Codification (ASC) 606, Revenue from Contracts with Customers, as such, we record revenue when our customer obtains control of the promised goods or services in an amount that reflects the consideration which the Company expects to receive in exchange for those goods or services. The Company’s source of revenue is purchasing blue and red swimming crab meat primarily from our largest supplier in Miami 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, steelhead salmon and rainbow trout fingerlings produced by TOBC under the brand name Little Cedar Farms for distribution in Canada and purchasing raw materials for packaged seafood and other inventory under AFVFL. The Company sells primarily to food service distributors. The Company also sells its products to wholesalers, retail establishments and seafood distributors.

 

To determine revenue recognition for the arrangements that the Company determines are within the scope of Topic 606, the Company performs the following five steps: (1) identify the contract(s) with a customer by receipt of purchase orders and confirmations sent by the Company which includes a required line of credit approval process, (2) identify the performance obligations in the contract which includes shipment of goods to the customer FOB shipping point or destination, (3) determine the transaction price which initiates with the purchase order received from the customer and confirmation sent by the Company and will include discounts and allowances by customer if any, (4) allocate the transaction price to the performance obligations in the contract which is the shipment of the goods to the customer and transaction price determined in step 3 above and (5) recognize revenue when (or as) the entity satisfies a performance obligation which is when the Company transfers control of the goods to the customers by shipment or delivery of the products.

 

9

 

 

The Company elected an accounting policy to treat shipping and handling activities as fulfillment activities. Consideration payable to a customer is recorded as a reduction of the arrangement’s transaction price, thereby reducing the amount of revenue recognized, unless the payment is for distinct goods or services received from the customer.

 

Accounts Receivable

 

Accounts receivable consist of unsecured obligations due from customers under normal trade terms, usually net 30 days. The Company grants credit to its customers based on the Company’s evaluation of a particular customer’s credit worthiness.

 

Allowances for credit losses are maintained for potential credit losses based on the age of the accounts receivable and the results of the Company’s periodic credit evaluations of its customers’ financial condition. Receivables are written off as uncollectible and deducted from the allowance for doubtful accounts after collection efforts have been deemed to be unsuccessful. Subsequent recoveries are netted against the allowance for credit losses. The Company generally does not charge interest on receivables.

 

Receivables are net of estimated allowances for doubtful accounts and sales return, allowances and discounts. They are stated at estimated net realizable value. As of June 30, 2024, the Company recorded allowances for sales returns, allowances and discounts of $30,605 and refund liability of $107,587. There was no allowance for bad debt recorded for the six months ended June 30, 2024. As of December 31, 2023, the Company recorded sales return, allowances and discounts of $31,064 and refund liability of $189,975. There was no allowance for bad debt recorded for the year ended December 31, 2023.

 

Inventories

 

Substantially all of the Company’s inventory consists of packaged crab meat located at a public cold storage facility and merchandise in transit from suppliers. The Company also has eggs and fish in process inventory from TOBC and raw materials for packaged seafood and other inventory from AFVFL. The cost of inventory is primarily determined using the specific identification method for crab meat and raw materials for packaged seafood inventory. Fish in process inventory is measured based on the estimated biomass of fish on hand. The Company has established a standard procedure to estimate the biomass of fish on hand using counting and sampling techniques. Inventory is valued at the lower of cost or net realizable value, cost being determined using the first-in, first-out method for crab meat and raw materials for packaged seafood inventory and using various estimates and assumptions in regard to the calculation of the biomass, including expected yield, market value of the biomass, and estimated costs of completion.

 

Merchandise is purchased cost and freight shipping point and becomes the Company’s asset and liability upon leaving the suppliers’ warehouse.

 

The Company periodically reviews the value of items in inventory and records an allowance to reduce the carrying value of inventory to the lower of cost or net realizable value based on its assessment of market conditions, inventory turnover and current stock levels. For the six months ended June 30, 2024, the Company recorded an inventory allowance of $546,923. For the year ended December 31, 2023, the Company recorded an inventory allowance in the amount of $176,000 which was charged to cost of goods sold.

 

The Company’s inventory as of June 30, 2024 and December 31, 2023 consists of:

  Schedule of Inventory

		June 30, 2024				December 31, 2023
Inventory purchased for resale		$	1,955,424			$	1,708,311
Feeds and eggs processed			50,979				102,373
Raw materials for packaged seafood			248,186				-
Packaged seafood inventory			897,388				-
Inventory other			33,054				-
In-transit inventory			-				973,837
Less: Inventory allowance			(546,923	)			(176,000	)
Inventory, net		$	2,638,108			$	2,608,521

 

Inventory other is comprised of packaged inventory involving other protein items such as poultry, beef and pork.

 

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Lease Accounting

 

The Company accounts for its leases under ASC 842, Leases, which requires all leases to be reported on the balance sheet as right-of-use assets and lease obligations. The Company elected the practical expedients permitted under the transition guidance that retained the lease classification and initial direct costs for any leases that existed prior to adoption of the standard.

 

The Company categorizes leases with contractual terms longer than twelve months as either operating or finance. Finance leases are generally those leases that would allow the Company to substantially utilize or pay for the entire asset over its estimated life. Assets acquired under finance leases are recorded in property and equipment, net. All other leases are categorized as operating leases. The Company did not have any finance leases as of June 30, 2024. The Company’s leases generally have terms that range from three years for equipment and six to seven years for real property. The Company elected the accounting policy to include both the lease and non-lease components of its agreements as a single component and accounts for them as a lease.

 

Lease liabilities are recognized at the present value of the fixed lease payments using a discount rate based on similarly secured borrowings available to us. Lease assets are recognized based on the initial present value of the fixed lease payments, reduced by landlord incentives, plus any direct costs from executing the lease. Lease assets are tested for impairment in the same manner as long-lived assets used in operations. Leasehold improvements are capitalized at cost and amortized over the lesser of their expected useful life or the lease term.

 

When we have the option to extend the lease term, terminate the lease before the contractual expiration date, or purchase the leased asset, and it is reasonably certain that we will exercise the option, we consider these options in determining the classification and measurement of the lease. Costs associated with operating lease assets are recognized on a straight-line basis within operating expenses over the term of the lease.

 

The table below presents the lease-related assets and liabilities recorded on the balance sheet as of June 30, 2024.

  Schedule of Lease-related Assets and Liabilities

		June 30, 2024
Assets
Operating lease assets		$	104,788
Liabilities
Current
Operating lease liabilities		$	35,852
Noncurrent
Operating lease liabilities		$	68,936

 

Supplemental cash flow information related to leases were as follows:

  Schedule of Supplemental Cash Flow Information Related to Leases

		Six Months Ended June 30, 2024
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases		$	20,226
ROU assets recognized in exchange for lease obligations:
Operating leases		$	-

 

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The table below presents the remaining lease term and discount rates for operating leases.

  Schedule of Remaining Lease Term and Discount Rates for Operating Leases

		June 30, 2024
Weighted-average remaining lease term
Operating leases			2.75 years
Weighted-average discount rate
Operating leases			7.3	%

 

Maturities of lease liabilities as of June 30, 2024 were as follows:

  Schedule of Maturities of Lease Liabilities

		Operating Leases
2024 (six months remaining)			21,708
2025			43,415
2026			43,415
2027			10,854
Total lease payments			119,392
Less: amount of lease payments representing interest			(14,604	)
Present value of future minimum lease payments		$	104,788
Less: current obligations under leases		$	(35,852	)
Non-current obligations		$	68,936

 

Long-lived Assets

 

Management reviews long-lived assets, including finite-lived intangible assets, for indicators of impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Cash flows expected to be generated by the related assets are estimated over the asset’s useful life on an undiscounted basis. If the evaluation indicates that the carrying value of the asset may not be recoverable, the potential impairment is measured using fair value. Fair value estimates are completed using a discounted cash flow analysis. Impairment losses for assets to be disposed of, if any, are based on the estimated proceeds to be received, less costs of disposal. No impairment was recognized for the six months ended June 30, 2024 and for the year ended December 31, 2023.

 

Foreign Currency Exchange Rates Risk

 

The Company manages its exposure to fluctuations in foreign currency exchange rates through its normal operating activities. Its primary focus is to monitor exposure to, and manage, the economic foreign currency exchange risks faced by, its operations and realized when the Company exchanges one currency for another. The Company’s operations primarily utilize the U.S. dollar and Canadian dollar as its functional currencies. Movements in foreign currency exchange rates affect its financial statements.

 

Fair Value Measurements and Financial Instruments

 

Fair value is defined as the amount that would be received for selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date and is measured using inputs in one of the following three categories:

 

Level 1 measurements are based on unadjusted quoted prices in active markets for identical assets or liabilities that we have the ability to access. Valuation of these items does not entail a significant amount of judgment.

 

Level 2 measurements are based on quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active or market data other than quoted prices that are observable for the assets or liabilities.

 

Level 3 measurements are based on unobservable data that are supported by little or no market activity and are significant to the fair value of the assets or liabilities.

 

Our financial instruments include cash, accounts receivable, accounts payable, accrued expenses, debt obligations, derivative liabilities and warrant liabilities. We believe the carrying values of our cash, accounts receivable, accounts payable, and accrued expenses approximate their fair values because they are short term in nature or payable on demand. The derivative liability is the embedded conversion feature on the 2023 Lind convertible note. All derivatives and warrant liabilities are recorded at fair value. The change in fair value for derivatives and warrants liabilities is recognized in earnings. The Company’s derivative and warrant liabilities are measured at fair value on a recurring basis using the Black Scholes Pricing model as of June 30, 2024 and December 31, 2023. There were no financial assets and liabilities that were measured at fair value on a recurring basis under Levels 1 and 2.

 

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  Schedule of Derivative and Warrant Liabilities Measured at Fair Value

		Level 3 Fair Value
		As of June 30, 2024				As of December 31, 2023
Liabilities
Derivative liability on convertible debt		$	484,350			$	1,047,049
Warrant liability			550				1,574
Total		$	484,900			$	1,048,623

 

The table below presents the change in the fair value of the derivative liability convertible debt and warrant liability during the six months ended June 30, 2024:

 Schedule of Change in Fair Value of Derivative Liability Convertible Debt and Warrant Liability

Derivative liability balance, January 1, 2024		$	1,047,049
Issuance of derivative liability during the period			-
Settlement of derivative liability			(808,209	)
Change in fair value of derivative liability during the period			245,510
Derivative liability balance, June 30, 2024		$	484,350
Warrant liability balance, January 1, 2024		$	1,574
Issuance of warrant liability during the period			-
Change in fair value of warrant liability during the period			(1,024	)
Warrant liability balance, June 30, 2024		$	550

 

The fair market value of all derivatives and warrant liability as of December 31, 2023 was determined using the Black-Scholes option pricing model which used the following assumptions:

 Schedule of Fair Market Value of Derivatives

Stock price		$	7.00
Expected dividend yield			0.00	%
Expected stock price volatility			45.51% - 150.46	%
Risk-free interest rate			3.81% - 4.91	%
Expected term			1.42 – 5.00 years

 

The fair market value of all derivatives and warrant liability as of June 30, 2024 was determined using the Black-Scholes option pricing model which used the following assumptions:

 

Stock price		$	2.00
Expected dividend yield			0.00	%
Expected stock price volatility			39.54% - 191.24	%
Risk-free interest rate			4.33% - 5.09	%
Expected term			0.92 – 1.08years

 

Recent Accounting Pronouncements

 

There are various updates recently issued to the accounting literature and these are not expected to have a material impact on the Company’s financial position, results of operations or cash flows.

 

Note 3. Going Concern

 

The accompanying consolidated financial statements and notes have been prepared assuming the Company will continue as a going concern. For the six months ended June 30, 2024, the Company incurred a net loss of $2,935,062, had an accumulated deficit of $36,745,794 and a working capital surplus of $2,534,259, inclusive of $44,038 in stockholder debt. These factors raise substantial doubt as to the Company’s ability to continue as a going concern. The Company’s ability to continue as a going concern is dependent upon the Company’s ability to increase revenues, execute on its business plan to acquire complimentary companies, raise capital, and to continue to sustain adequate working capital to finance its operations. The failure to achieve the necessary levels of profitability and cash flows would be detrimental to the Company. The consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

 

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Note 4. Other Current Assets

 

Other current assets totaled $2,455,069 as of June 30, 2024 and $833,472 as of December 31, 2023. As of June 30, 2024, approximately $551,800, $234,200 and $821,650 of the balance was related to prepaid inventory to the Company’s suppliers, prepaid legal and accounting fees and receivables for shares issuance per the securities purchase agreement with ClearThink, respectively. The remainder of the balance was related to prepaid insurance and other prepaid expenses.

 

Note 5. Fixed Assets, Net

 

Fixed assets comprised the following:

  Schedule of Fixed Assets

		June 30, 2024				December 31, 2023
Computer equipment		$	52,625			$	47,908
RAS system			150,424				140,214
Leasehold improvements			17,904				17,904
Building Improvements			179,523				136,653
Total			400,476				342,679
Fixed assets, gross			400,476				342,679
Less: Accumulated depreciation			(41,498	)			(38,822	)
Fixed assets, net		$	358,978			$	303,857

 

For the six months ended June 30, 2024 and 2023, depreciation expense totaled approximately $2,600 and $2,000, respectively.

 

Note 6. Debt

 

Working Capital Line of Credit

 

On March 31, 2021, Keeler & Co. and Coastal Pride entered into a loan and security agreement (“Loan Agreement”) with Lighthouse Financial Corp., a North Carolina corporation (“Lighthouse”). Pursuant to the terms of the Loan Agreement, Lighthouse made available to Keeler & Co. and Coastal Pride (together, the “Borrowers”) a $5,000,000 revolving line of credit for a term of thirty-six months, renewable annually for one-year periods thereafter. Amounts due under the line of credit are represented by a revolving credit note issued to Lighthouse by the Borrowers.

 

The advance rate of the revolving line of credit is 85% with respect to eligible accounts receivable and the lower of 60% of the Borrowers’ eligible inventory, or 80% of the net orderly liquidation value, subject to an inventory sublimit of $2,500,000. The inventory portion of the loan will never exceed 50% of the outstanding balance. Interest on the line of credit is the prime rate (with a floor of 3.25%), plus 3.75% which increased to 4.75% in 2022. The Borrowers paid Lighthouse a facility fee of $50,000 in three instalments of $16,667 in March, April and May 2021 and paid an additional facility fee of $25,000 on each anniversary of March 31, 2021. On January 14, 2022, the maximum inventory advance under the line of credit was adjusted from 50% to 70% until June 30, 2022, 65% to July 31, 2022, 60% to August 31, 2022 and 55% to September 30, 2022 at a monthly fee of 0.25% on the portion of the loan in excess of the 50% advance in order to increase imports to meet customer demand.

 

The line of credit was secured by a first priority security interest on all the assets of each Borrower. Pursuant to the terms of a guaranty agreement, the Company guaranteed the obligations of the Borrowers under the note and John Keeler, Executive Chairman and Chief Executive Officer of the Company, provided a personal guaranty of up to $1,000,000 to Lighthouse. During the six months ended June 30, 2023, cash proceeds from the working capital line of credit totaled $2,405,034 and cash payments to the working capital line of credit totaled $4,182,971.

 

On June 16, 2023, the Company terminated the Loan Agreement and paid a total of approximately $108,400 to Lighthouse which included, as of June 16, 2023, an outstanding principal balance of approximately $93,400, accrued interest of approximately $9,900, and other fees incurred in connection with the line of credit of approximately $4,900. Upon the repayment of the total outstanding indebtedness owing to Lighthouse, the Loan Agreement and all other related financing agreements and documents entered into in connection with the Loan Agreement were deemed terminated.

 

John Keeler Promissory Notes

 

The Company had unsecured promissory notes outstanding to John Keeler of approximately $44,000 of principal at June 30, 2024 and interest expense of $3,775 and $26,535 during the six months ended June 30, 2024 and 2023, respectively. These notes are payable on demand and accrue interest at an annual rate of 6%. The Company made principal payments of $121,582 and $62,661 during the six months ended June 30, 2024 and 2023, respectively.

 

Walter Lubkin Jr. Note

 

On November 26, 2019, the Company issued a five-year unsecured promissory note in the principal amount of $500,000 to Walter Lubkin Jr. as part of the purchase price for the Coastal Pride acquisition. The note bears interest at the rate of 4% per annum. The note is payable quarterly in an amount equal to the lesser of (i) $25,000 or (ii) 25% of the EBITDA of Coastal Pride, as determined on the first day of each quarter.

 

For the year ended December 31, 2023, $250,000 of the outstanding principal was paid in shares of common stock of the Company.

 

As of June 30, 2024, $2,083 of the outstanding interest to date was accrued on the note by the Company.

 

Interest expense for the note totaled approximately $2,000 and $7,000 during the six months ended June 30, 2024 and 2023, respectively.

 

As of June 30, 2024 and December 31, 2023, the outstanding principal balance on the note totaled $100,000.

 

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Lind Global Fund II LP notes

 

2022 Note

 

On January 24, 2022, the Company entered into a securities purchase agreement with Lind Global Fund II LP, a Delaware limited partnership (“Lind”), pursuant to which the Company issued Lind a secured, two-year, interest free convertible promissory note in the principal amount of $5,750,000 (the “2022 Lind Note) and a five-year warrant to purchase 1,000,000 shares of common stock at an exercise price of $4.50 per share, subject to customary adjustments (1,000 shares of common stock at an exercise price of $4,500 per share after taking into account the Company’s Reverse Stock Split). The warrant provides for cashless exercise and for full ratchet anti-dilution if the Company issues securities at less than $4.50 per share (exercise price of $4,500 per share after taking into account the Company’s Reverse Stock Split). In connection with the issuance of the 2022 Lind Note and the warrant, the Company paid a $150,000 commitment fee to Lind and $87,144 of debt issuance costs. The Company recorded a total of $2,022,397 debt discount at issuance of the debt, including original issuance discount of $750,000, commitment fee of $150,000, $87,144 debt issuance cost, and $1,035,253 related to the fair value of warrants issued. Amortization expense recorded in interest expense totaled $0 and $479,585 for the six months ended June 30, 2024 and 2023, respectively.

 

The outstanding principal under the 2022 Lind Note was payable commencing July 24, 2022, in 18 consecutive monthly installments of $333,333, at the Company’s option, in cash or shares of common stock at a price (the “Repayment Share Price”) based on 90% of the five lowest volume weighted average prices (“VWAP”) during the 20-days prior to the payment date with a floor price of $1.50 per share (the “Floor Price”) (floor price of $1,500 per share after taking into account the Company’s Reverse Stock Split), or a combination of cash and stock provided that if at any time the Repayment Share Price is deemed to be the Floor Price, then in addition to shares, the Company would pay Lind an additional amount in cash as determined pursuant to a formula contained in the 2022 Lind Note.

 

In connection with the issuance of the 2022 Lind Note, the Company granted Lind a first priority security interest and lien on all of its assets, including a pledge of its shares in Keeler & Co., pursuant to a security agreement and a stock pledge agreement with Lind, dated January 24, 2022 (the “2022 Security Agreement). Each subsidiary of the Company also granted a second priority security interest in all of its respective assets.

 

The 2022 Lind Note was mandatorily payable prior to maturity if the Company issued any preferred stock (with certain exceptions described in the note) or, if the Company or its subsidiaries issued any debt. The Company also agreed not to issue or sell any securities with a conversion, exercise or other price based on a discount to the trading prices of the Company’s stock or to grant the right to receive additional securities based on future transactions of the Company on terms more favorable than those granted to Lind, with certain exceptions.

 

If the Company failed to maintain the listing and trading of its common stock, the note would become due and payable and Lind may convert all or a portion of the outstanding principal at the lower of the then current conversion price and 80% of the average of the 3-day VWAP during the 20 days prior to delivery of the conversion notice.

 

If the Company engaged in capital raising transactions, Lind had the right to purchase up to 10% of the new securities.

 

The 2022 Lind Note was convertible into common stock at $5.00 per share ($5,000 per share after taking into account the Company’s Reverse Stock Split), subject to certain adjustments, on April 22, 2022; provided that no such conversion may be made that would result in beneficial ownership by Lind and its affiliates of more than 4.99% of the Company’s outstanding shares of common stock. If shares are issued by the Company at less than the conversion price, the conversion price will be reduced to such price.

 

Upon a change of control of the Company, as defined in the 2022 Lind Note, Lind had the right to require the Company to prepay 10% of the outstanding principal amount of the 2022 Lind Note. The Company may prepay the outstanding principal amount of the note, provided Lind may convert up to 25% of the principal amount of the 2022 Lind Note at a price per share equal to the lesser of the Repayment Share Price or the conversion price. The 2022 Lind Note contained certain negative covenants, including restricting the Company from certain distributions, stock repurchases, borrowing, sale of assets, loans and exchange offers.

 

Upon an event of default as described in the 2022 Lind Note, the 2022 Lind Note would become immediately due and payable at a default interest rate of 125% of the then outstanding principal amount. Upon a default, all or a portion of the outstanding principal amount may be converted into shares of common stock by Lind at the lower of the conversion price and 80% of the average of the three lowest daily VWAPs.

 

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During the year ended December 31, 2023, the Company made aggregate principal payments on the 2022 Lind Note of $2,075,900 through the issuance of an aggregate of 27,584 shares of common stock, including a principal payment of $1,094,800 through the issuance of an aggregate of 7,471 shares of common stock during the six months ended June 30, 2023. On September 15, 2023, the Company paid $2,573,142 to Lind and the 2022 Lind Note was extinguished.

 

2023 Note

 

On May 30, 2023, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with Lind pursuant to which the Company issued to Lind a secured, two-year, interest free convertible promissory note in the principal amount of $1,200,000 (the “2023 Lind Note”) and a warrant (the “Lind Warrant”) to purchase 8,701 shares of common stock of the Company commencing six months after issuance and exercisable for five years at an exercise price of $122.50 per share. The Lind Warrant includes cashless exercise and full ratchet anti-dilution provisions. In connection with the issuance of the Lind Note and the Lind Warrant, the Company paid Lind a $50,000 commitment fee. The proceeds from the sale of the Note and Warrant are for general working capital purposes.

 

In connection with the issuance of the 2022 Lind Note, the Company and Lind amended the 2022 Security Agreement to include the new 2023 Lind Note, pursuant to an amended and restated security agreement, dated May 30, 2023, between the Company and Lind.

 

The Company agreed to file a registration statement with the Securities and Exchange Commission covering the resale of the shares of common stock issuable pursuant to the 2023 Lind Note and Lind Warrant. Lind was also granted piggyback registration rights.

 

If the Company engages in capital raising transactions, Lind has the right to purchase up to 20% of the new securities for 24 months.

 

The 2023 Lind Note is convertible into common stock of the Company after the earlier of 90 days from issuance or the date the registration statement is effective, provided that no such conversion may be made that would result in beneficial ownership by Lind and its affiliates of more than 4.99% of the Company’s outstanding shares of common stock. The conversion price of the 2023 Lind Note is equal to the lesser of: (i) $120.00; or (ii) 90% of the lowest single volume-weighted average price during the twenty-trading day period ending on the last trading day immediately preceding the applicable conversion date, subject to customary adjustments. The maximum number of shares of common stock to be issued in connection with the conversion of the 2023 Lind Note and the exercise of the Lind Warrant, in the aggregate, will not, exceed 19.9% of the outstanding shares of common stock of the Company immediately prior to the date of the 2023 Lind Note, in accordance with NASDAQ rules and guidance. Due to the variable conversion price of the 2023 Lind Note, the embedded conversion feature was accounted as a derivative liability. The fair value of the derivative liability at issuance amounting to $264,687 was recorded as debt discount and amortized over the term of the note.

 

The 2023 Lind Note contains certain negative covenants, including restricting the Company from certain distributions, stock repurchases, borrowing, sale of assets, loans and exchange offers.

 

Upon the occurrence of an event of default as described in the 2023 Lind Note, the 2023 Lind Note will become immediately due and payable at a default interest rate of 120% of the then outstanding principal amount of the Lind Note.

 

The Warrant entitles the Investor to purchase up to 8,701 shares of common stock of the Company during the exercise period commencing on the date that is six months after the issue date (“Exercise Period Commencement”) and ending on the date that is sixty months from the Exercise Period Commencement at an exercise price of $122.50 per share, subject to customary adjustments. The Warrant includes cashless exercise and full ratchet anti-dilution provisions.

 

On July 27, 2023, the Company, entered into a First Amendment to the Purchase Agreement (the “Purchase Agreement Amendment”) with Lind, which provided for the issuance of further senior convertible promissory notes up to an aggregate principal amount of up to $1,800,000 and the issuance of additional warrants in such amounts as the Company and Lind shall mutually agree.

 

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Pursuant to the Purchase Agreement Amendment, the Company issued to Lind a two-year, interest free convertible promissory note in the principal amount of $300,000 and a warrant to purchase 3,505 shares of common stock of the Company at an exercise price of $67.00 per share for $250,000. In connection with the issuance of the note and the warrant, the Company paid a $12,500 commitment fee. The proceeds from the sale of the note and warrant are for general working capital purposes.

 

Due to the variable conversion price of the convertible promissory note, pursuant to the Purchase Agreement Amendment, the embedded conversion feature was accounted for as a derivative liability. The fair value of the derivative liability at issuance amounting to $118,984 was recorded as debt discount and amortized over the term of the note.

 

During the six months ended June 30, 2024, $944,900 of note principal was converted to 441,831 shares of common stock. As of June 30, 2024, the outstanding balance on the notes was $555,100, net of debt discount of $315,434, and totaling $239,666. For the six months ended June 30, 2024 and 2023, amortization of debt discounts totaled $703,236 and $287,149, respectively.

 

Agile Lending, LLC Loans

 

On June 14, 2023, the Company, and Keeler & Co. (each a “Borrower”) entered into a subordinated business loan and security agreement with Agile Lending, LLC as lead lender (“Agile”) and Agile Capital Funding, LLC as collateral agent, which provides for a term loan to the Company in the amount of $525,000 which principal and interest (of $231,000) is due on December 15, 2023. Commencing June 23, 2023, the Company is required to make weekly payments of $29,077 until the due date. The loan may be prepaid subject to a prepayment fee. An administrative agent fee of $25,000 was paid on the loan which was recognized as a debt discount and amortized over the term of the loan. In connection with the loan, Agile was issued a subordinated secured promissory note, dated June 14, 2023, in the principal amount of $525,000 which note is secured by all of the Borrower’s assets, including receivables. For the year ended December 31, 2023, the Company made principal and interest payments on the loan totaling $525,000 and $116,658, respectively, and the outstanding interest balance was refinanced in the January 2, 2024 loan.

 

On October 19, 2023, the Borrowers entered into a subordinated business loan and security agreement with Agile and Agile Capital as collateral agent, which provides for a term loan to the Company in the amount of $210,000 which principal and interest (of $84,000) is due on April 1, 2024. Commencing October 19, 2023, the Company is required to make weekly payments of $12,250 until the due date. The loan may be prepaid subject to a prepayment fee. An administrative agent fee of $10,000 was paid on the loan which was recognized as a debt discount and amortized over the term of the loan. In connection with the loan, Agile was issued a subordinated secured promissory note, dated October 19, 2023, in the principal amount of $210,000 which note is secured by all of the Borrowers’ assets, including receivables. For the six months ended June 30, 2024, the Company made principal payments on the loan totaling $112,000 and interest payments of $84,000. The outstanding balance on the loan was $0 as of June 30, 2024.

 

On January 2, 2024, the Company, and Keeler & Co. entered into a subordinated business loan and security agreement with Agile and Agile Capital as collateral agent, which provides for a term loan to the Company in the amount of $122,491 which principal and interest (of $48,996) is due on May 31, 2024. Commencing January 5, 2024, the Company is required to make weekly payments of $7,795 until the due date. The loan may be prepaid subject to a prepayment fee. An administrative agent fee of $5,833 was paid on the loan. A default interest rate of 5% will become effective upon the occurrence of an event of default. In connection with the loan, Agile was issued a subordinated secured promissory note, dated January 2, 2024, in the principal amount of $122,491 which note is secured by all of the Borrower’s assets, including receivables. For the six months ended June 30, 2024, the Company made principal payments on the loan totaling $122,491 and interest payments of $48,996. The outstanding balance on the loan was $0 as of June 30, 2024.

 

On March 1, 2024, the Borrowers entered into a subordinated business loan and security agreement with Agile and Agile Capital as collateral agent, which provides for a term loan to the Company in the amount of $210,000 which principal and interest (of $79,800) is due on August 29, 2024. Commencing March 7, 2024, the Company is required to make weekly payments of $11,146 until the due date. The loan may be prepaid subject to a prepayment fee. An administrative agent fee of $10,000 was paid on the loan which was recognized as a debt discount and amortized over the term of the loan. In connection with the loan, Agile was issued a subordinated secured promissory note, dated March 1, 2024, in the principal amount of $210,000 which note is secured by all of the Borrowers’ assets, including receivables. For the six months ended June 30, 2024, the Company made principal payments on the loan totaling $178,338 and no interest payments were made. The outstanding balance on the loan was $31,662 as of June 30, 2024.

 

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On May 9, 2024, the Borrowers entered into a subordinated business loan and security agreement with Agile and Agile Capital as collateral agent, which provides for a term loan to the Company in the amount of $210,000 which principal and interest (of $84,000) is due on November 22, 2024. Commencing May 17, 2024, the Company is required to make weekly payments of $10,500 until the due date. The loan may be prepaid subject to a prepayment fee. An administrative agent fee of $10,000 was paid on the loan which was recognized as a debt discount and amortized over the term of the loan. In connection with the loan, Agile was issued a subordinated secured promissory note, dated May 9, 2024, in the principal amount of $210,000 which note is secured by all of the Borrowers’ assets, including receivables. For the six months ended June 30, 2024, the Company made principal payments on the loan totaling $73,500 and no interest payments were made. The outstanding balance on the loan was $136,500 as of June 30, 2024.

 

ClearThink Term Loan

 

On January 18, 2024, the Company entered into the Revenue-Based Factoring MCA Plus Agreement with ClearThink Capital LLC (“ClearThink”) which provides, among other things, for a 33-week term loan in the principal amount of $200,000 (with an additional one-time commitment fee of $50,000). Interest accrues at the rate of 25% per annum with an additional 5% default interest rate or $50,000 will be added to the principal amount and accrue after principal is paid. The Company is required to make biweekly payments of $14,706, commencing February 1, 2024 for the term of the agreement. On January 25, 2024, the Company issued 7,092 shares of common stock to ClearThink as a commitment fee, with a fair value of $50,000. For the six months ended June 30, 2024, the Company made principal payments on the loan totaling $161,765 and no interest payments were made. The outstanding balance on the loan was $38,325 as of June 30, 2024.

 

1800 Diagonal Note

 

On April 16, 2024, the Company issued to 1800 Diagonal Lending LLC, a Virginia limited liability company (“Diagonal”), a convertible promissory note in the principal amount of $138,000 with an original issue discount of $23,000 (the “Diagonal Note”). The Diagonal Note has a one-time interest payment of $26,220 paid upon issuance and a maturity date of January 15, 2025. The proceeds from the sale of the Diagonal Note are for general working capital. Upon the occurrence of an event of default as described in the Diagonal Note, the Diagonal Note will become immediately due and payable at a default interest rate of 22% of the then outstanding principal amount of the Diagonal Note. Additionally, Diagonal will have the right to convert all or any part of the outstanding and unpaid amount of the Diagonal Note into shares of the Company’s common stock at a conversion price of 61% of the market price as described in the Diagonal Note. The Company may not, without Diagonal’s written consent, sell, lease, or otherwise dispose of any significant portion of its assets except in the ordinary course of business. The Company will reserve a sufficient number of shares to provide for the issuance of shares upon the full conversion of the Diagonal Note. For the six months ended June 30, 2024, the Company made principal payments on the loan totaling $98,532 and no interest payments were made. The outstanding balance on the loan was $39,468, net of debt discount of $16,611, and totaling $22,857 as of June 30, 2024.

 

The Hart Note

 

On April 16, 2024, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with Hart Associates, LLC, a Delaware limited liability company (the “Hart”), pursuant to which the Company issued a promissory note in the principal amount of $300,000 and will issue 10,000 shares of its common stock to Hart (the “Hart Note”). The Hart Note has a one-time interest payment of $50,000 payable on the maturity date of May 15, 2024, which was extended to August 15, 2024. The proceeds from the sale of the Hart Note are for general working capital. The Company may prepay the Hart Note at any time without penalty. The Company’s failure to comply with the material terms of the Hart Note will be considered an event of default and the principal sum of the Hart Note will increase by 20% of the outstanding balance for each subsequent 30 days it remains in default. For the six months ended June 30, 2024, no principal and interest payments were made.

 

The FirstFire Note

 

On May 17, 2024, the Company entered into a promissory note with FirstFire Global Opportunities Fund, LLC, a Delaware limited liability company (the “FirstFire”), pursuant to which the Company issued a promissory note in the principal amount of $240,000 with an original discount of $40,000 (the “FirstFire Note”). The FirstFire Note accrues interest at a rate of 19% per annum and has a maturity date of April 17, 2025. The proceeds from the sale of the FirstFire Note are for general corporate purposes. The FirstFire Note has mandatory monthly payments due the 17th of each month. The initial payment on August 17, 2024 is $185,600. Monthly payments from September 2024 – December 2024 are $22,000. Monthly payments from January 2025 - April 2025 are $3,000. The Company may prepay the FirstFire Note at any time without penalty. The Company’s failure to comply with the material terms of the FirstFire Note will be considered an event of default and the principal sum of the FirstFire Note will become immediately due and payable at an amount equal to 150% times the sum of (i) the then outstanding principal amount of the note plus (ii) accrued and unpaid interest on the unpaid principal amount of the note to the date of payment plus (iii) default interest, (iv) plus (v) any other amounts owed to FirstFire. After the occurrence of an event of default, at any time, the FirstFire shall have the right, to convert all or any part of the outstanding and unpaid amount of the FirstFire Note into fully paid and non-assessable shares of our common stock. The conversion price shall be 61% multiplied by the Market Price (as defined in the FirstFire Note) (representing a discount rate of 39%). While the FirstFire Note remains outstanding, we will reserve 40,000 shares of our common stock free from preemptive rights, to provide for the issuance upon the full conversion of the FirstFire Note. While the FirstFire Note remains outstanding, we shall not, without the FirstFire’s written consent, sell, lease, or otherwise dispose of any significant portion of our assets outside the ordinary course of business.

 

Interest expense totaled $1,206,316 as of June 30, 2024 and $670,453 as of June 30, 2023. As of June 30, 2024, approximately $777,600, $307,500 and $121,000 of the balance was related to amortization on debt discount, cash paid interest, and accrued interest. The remainder of the balance was related to amortization of loan costs.

 

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Note 7. Stockholders’ Equity

 

In January 2023, the Company sold an aggregate of 474 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, 151 of shares were repurchased from Roth for $76,323. The offering was terminated on February 2, 2023.

 

On February 14, 2023, the Company issued 8,200 shares of common stock and 800 pre-funded warrants to purchase common stock to Aegis Capital Corp. (“Aegis”) for net proceeds of $1,692,000 in connection with an underwritten offering.

 

During the six months ended June 30, 2023, between May 2023 and June 2023, the Company issued an aggregate of 1,000 shares of common stock for cash proceeds of $200,000 pursuant to a securities purchase agreement, dated May 16, 2023 with ClearThink. In connection with such agreement, the Company also issued 1,250 shares of common stock to ClearThink as commitment fees, with a fair value of $141,250, which was recorded as stock issuance costs.

 

During the six months ended June 30, 2023, the Company issued an aggregate of 15,613 shares of common stock to Lind with a fair value of $2,501,820 as payment of $1,668,800 of note principal due on the convertible promissory note, and recorded a loss of $833,019.

 

During the six months ended June 30, 2023, the Company issued an aggregate of 222 shares of common stock to the designee of ClearThink for consulting services provided to the Company.

 

On January 25, 2024, the Company issued 7,092 shares of common stock to ClearThink, with a fair value of $50,000, as a commitment fee on the term loan.

 

On February 12, 2024, the Company issued 100,000 shares of common stock to be held by The Crone Law Group as Escrow Agent with a fair value of $630,000 in connection with the Option Agreement with Afritex Texas.

 

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.

 

During the six months ended June 30, 2024, the Company issued an aggregate of 1,339,656 shares of common stock in consideration of proceeds of $2,982,415 pursuant to a securities purchase agreement, dated May 16, 2023 with ClearThink. Cash proceeds received as of June 30, 2024 were $2,160,765 and the balance of $821,650 was received in July 2024.

 

During the six months ended June 30, 2024, the Company issued an aggregate of 441,831 shares of common stock to Lind as partial conversion of $944,900 principal pursuant to the May 2023 convertible promissory note.

 

During the six months ended June 30, 2024, the Company issued an aggregate of 11,557 shares of common stock to the designee of ClearThink with a fair value of $55,000 for consulting services provided to the Company.

 

Note 8. Options

 

The following table represents option activity for the six months ended June 30, 2024:

  Schedule of Option Activity

			Number of Options				Weighted Average Exercise Price				Weighted Average Remaining Contractual Life in Years				Aggregate Intrinsic Value
Outstanding – December 31, 2023				6,331			$	1,555.52				3.80			$	-
Exercisable – December 31, 2023				4,398			$	1,555.52				4.27			$	-
Granted				-			$	-
Forfeited				896			$	-
Expired				500			$	-
Vested				4,078			$	-
Outstanding – June 30, 2024				4,935			$	1,537.86				3.88			$	-
Exercisable – June 30, 2024				4,078			$	1,537.86				4.22			$	-

 

For the six months ended June 30, 2024, the Company recognized a net credit to stock compensation expense of $5,623 due to options forfeitures.

 

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Note 9. Warrants

 

The following table represents warrant activity for the six months ended June 30, 2024:

  Schedule of Warrant Activity

		Number of Warrants				Weighted Average Exercise Price				Weighted Average Remaining Contractual Life in Years				Aggregate Intrinsic Value
Outstanding – December 31, 2023			14,619			$	601.78				4.20
Exercisable – December 31, 2023			11,114			$	770.50				5.52			$	-
Granted			-			$	-
Exercised			-			$	-
Forfeited or Expired			(2,144	)		$	-
Outstanding – June 30, 2024			12,475			$	161.07				4.30
Exercisable – June 30, 2024			12,475			$	161.07				4.30			$	-

 

On May 30, 2023, in connection with the issuance of the $1,200,000 promissory note to Lind pursuant to a securities purchase agreement, the Company issued Lind a five-year warrant exercisable six months from the date of issuance to purchase 8,701 shares of common stock at an exercise price of $122.50 per share. The warrant provides for cashless exercise and full ratchet anti-dilution provisions. The fair value of the warrants of $381,538 was recorded as a discount to the 2023 Lind Note and classified as liabilities.

 

On July 27, 2023, in connection with the issuance of the $300,000 promissory note to Lind pursuant to the Purchase Agreement Amendment, the Company issued Lind a five-year warrant exercisable six months from the date of issuance to purchase 3,505 shares of common stock at an exercise price of $67.00 per share. The warrant provides for cashless exercise and full ratchet anti-dilution provisions. The fair value of the warrants of $72,208 was recorded as a discount to the 2023 Purchase Agreement Amendment and classified as a liability.

 

On September 11, 2023, in connection with the underwritten public offering, the Company issued five-year Series A-1 warrants to purchase up to 214,823 shares of common stock which warrants are exercisable upon stockholder approval at an exercise price of $23.28 per share. Since the exercise of these warrants is contingent upon stockholder approval, which stockholder approval has not been obtained, such warrants were not considered as outstanding as of June 30, 2024.

 

On September 11, 2023, in connection with the underwritten public offering, the Company issued eighteen-month Series A-2 warrants to purchase up to 214,823 shares of common stock which warrants are exercisable upon stockholder approval at an exercise price of $23.28 per share. Since the exercise of these warrants is contingent upon stockholder approval, which stockholder approval has not been obtained, such warrants were not considered as outstanding as of June 30, 2024.

 

There was no warrant activity for the six months ended June 30, 2024.

 

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Note 10. Commitment and Contingencies

 

Office lease

 

On January 1, 2022, the Company entered into a verbal month-to-month lease agreement for its executive offices with an unrelated third party and paid $17,400 on the lease for the six months ended June 30, 2023. For the six months ended June 30, 2024, the Company paid $34,800 under this lease.

 

Coastal Pride leases approximately 1,100 square feet of office space in Beaufort, South Carolina which consists of a lease with a related party for $1,000 per month that expires in October 2024. For the six months ended June 30, 2024, Coastal Pride paid $6,000 on the lease.

 

Coastal Pride also leased a 9,050 square foot facility for $1,000 per month from Gault for its soft-shell crab operations in Beaufort, South Carolina under a one-year lease that expired in February 2023. On February 3, 2023, the lease was renewed for $1,500 per month until February 2024. On February 3, 2024, Coastal Pride entered into a verbal month-to-month lease agreement with Gault for $1,500 per month. For the six months ended June 30, 2024, Coastal Pride paid $9,000 on the lease.

 

The offices and facility of TOBC are located in Nanaimo, British Columbia, Canada and are on land which was leased to TOBC for approximately $2,500 per month plus taxes, from Steve and Janet Atkinson, the former TOBC owners. On April 1, 2022, TOBC entered into a new five-year lease with Steve and Janet Atkinson for CAD$2,590 per month plus taxes, and an additional five-year lease with Kathryn Atkinson for CAD$2,370 per month plus taxes. Both leases are renewable for two additional five-year terms.

 

Rental and equipment lease expenses were approximately $76,957 and $92,705 for the six months ended June 30, 2024 and 2023, respectively.

 

Note 11. Subsequent Events

 

Shares issuances

 

In July 2024, the Company issued 129,700 shares of common stock to Lind as partial conversion of $200,000 principal pursuant to the May 2023 convertible promissory note.

 

During July 2024, the Company issued an aggregate of 9,900 shares of common stock to the designee of ClearThink for $11,000 consulting services provided to the Company.

 

Note issuances

 

On July 25, 2024, the Company entered into a second subordinated business loan and security agreement with Agile and Agile Capital as collateral agent whereby the Company issued a promissory note for a term loan in the amount of $210,000 which principal and interest (of $84,000) is due on January 31, 2025. Commencing August 2, 2024, the Company is required to make weekly payments of $10,889 until the due date. The loan may be prepaid subject to a prepayment fee. An administrative agent fee of $10,000 was paid on the loan.

 

In August 2024 the Company entered into securities purchase agreements (each a “Securities Purchase Agreement”) with each of Quick Capital, LLC, a Wyoming limited liability company (“Quick Capital”) and Jefferson Street Capital, LLC a New Jersey limited liability company (“Jefferson”) whereby it will issue promissory notes in the aggregate principal amount of $550,000 (the “August Private Placement Offering”). The Company agreed to issue to Quick Capital and Jefferson up to