Initial Launch Expected to Roll Out to Numerous Military Bases Over the Next Few Months Miami, FL, April 10, 2024 (GLOBE NEWSWIRE) -- Blue Star Foods Corp., ("Blue Star," the "Company," "we," "our" or "us") (NASDAQ: BSFC), a leader in value-added meal solutions and an integrated Environmental, Social, and Governance (ESG) sustainable seafood company with a focus on Recirculatory Aquaculture Systems (RAS), is profoundly honored to announce the successful execution of a supply agreement to provide manufacturi ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 (Mark One) For the fiscal year ended: December 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 001-40991 | --- | --- | --- | |---------------------------------------------------------------------------------------------------------------------------------------|----------------------------------------------------|------------------------------------------------- ...

Miami, FL, Feb. 21, 2024 (GLOBE NEWSWIRE) -- Blue Star Foods Corp., ("Blue Star," the "Company," "we," "our" or "us") (NASDAQ: BSFC), an integrated Environmental, Social, and Governance (ESG) sustainable seafood company with a focus on Recirculatory Aquaculture Systems (RAS), is pleased to announce its signing of a Master Service Agreement with a vertically integrated seafood value added provider. The fully integrated seafood provider adds value from, sourcing to preparing and distributing its gourmet meals ...

Financial Performance - Revenue for the three months ended September 30, 2023 decreased 35.7% to $1,561,679 compared to $2,429,195 for the same period in 2022 due to a decrease in poundage sold[50]. - Net revenue for the nine months ended September 30, 2023 decreased by 52.2% to $5,115,680 compared to $10,712,363 for the same period in 2022[97]. - Gross profit for the nine months ended September 30, 2023 increased to $340,578 from a gross loss of $718,968 in the same period in 2022, indicating a significant turnaround[98]. - Net loss for the three months ended September 30, 2023 was $445,813, a decrease from $3,738,089 for the same period in 2022, reflecting improved operational efficiency[96]. Expenses - Salaries and wages expense decreased to $301,393 for the three months ended September 30, 2023 from $352,178 for the same period in 2022, attributed to a strategic reduction in salaries[51]. - Other operating expense decreased to $410,913 for the three months ended September 30, 2023 from $566,977 for the same period in 2022, mainly due to lower legal and professional fees[77]. - Interest expense increased to $799,690 for the three months ended September 30, 2023 from $336,378 for the same period in 2022, due to the amortization of the Lind convertible debt discounts[79]. - Interest expense increased to $1,470,143 for the nine months ended September 30, 2023, up from $893,146 in the same period in 2022, due to the amortization of convertible debt discounts[102]. - Cost of goods sold for the three months ended September 30, 2023 decreased to $1,586,478 from $3,973,656 for the same period in 2022, a reduction of approximately 60%[92]. - Cost of goods sold for the nine months ended September 30, 2023 decreased to $4,775,102 compared to $11,431,331 for the same period in 2022, attributed to a decrease in poundage sold[80]. - Loss on settlement of debt increased to $977,188 for the nine months ended September 30, 2023 from $57,085 for the same period in 2022, due to the fair value of common stock issued being higher than the principal amount paid[87]. Cash Flow - Cash used in operating activities during the nine months ended September 30, 2023 was $3,112,126, a decrease from $4,095,243 in the same period in 2022, primarily due to reduced inventory and payables[104]. - Cash provided by financing activities for the nine months ended September 30, 2023 was $3,667,373, slightly down from $3,732,734 in the same period in 2022[105]. - The company had cash of $488,833 and a working capital deficit of $1,254,840 as of September 30, 2023[104]. Compliance and Offerings - The company closed a $5 million public offering on September 11, 2023, regaining compliance with NASDAQ's minimum stockholders' equity requirement[49]. - The company issued an aggregate of 690,000 shares of common stock and various warrants on September 11, 2023, with a public offering price of $0.4655 per share[47]. - The company has until March 24, 2024, to regain compliance with NASDAQ's minimum bid price requirement of $1.00 per share[73]. - The company will be subject to a mandatory panel monitor until October 16, 2024, following its compliance with the minimum stockholders' equity requirement[49]. Internal Controls - Management identified material weaknesses in internal controls, including inadequate segregation of duties and ineffective controls over the financial close and reporting process[132][141]. - As of September 30, 2023, management concluded that disclosure controls and procedures were not effective due to identified material weaknesses[141]. - Management believes that the identified material weaknesses did not affect financial results but could lead to material misstatements in future periods if not remediated[142]. - Plans to create a position to segregate duties and hire personnel with technical accounting expertise to address control weaknesses[141][143]. - The company plans to establish an internal control framework to enhance the financial close and reporting process[144]. - There were no changes in internal controls over financial reporting that materially affected the company during the reporting period[134]. Legal and Regulatory - The company is classified as a smaller reporting company and is not required to provide certain disclosures[147]. - No material pending legal proceedings were reported that could adversely affect the company[146]. - The company has not sold any unregistered equity securities during the reporting period[148]. - Forward-looking statements are subject to risks and uncertainties that could materially affect actual results[161].

For the six months ended June 30, 2023, the Company recognized $37,130 of compensation expense for vested stock options issued to directors, contractors and employees during 2019 to 2022. The following table represents warrant activity for the six months ended June 30, 2023: On January 24, 2022, in connection with the issuance of the $5,750,000 promissory note to Lind pursuant to a securities purchase agreement, the Company issued Lind a five-year warrant to purchase 1,000,000 shares of common stock at an e ...

● 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, 2022 which we filed with the Securities and Exchange Commission ("SEC") on Apri ...

When using a quantitative test, we arrive at our estimates of fair value using a discounted cash flow analysis. Our assessment for impairment of goodwill and long-lived assets compared the fair value of the reporting unit to the corresponding carrying value. If the carrying value of the asset exceeds its fair value, an impairment loss is recognized in an amount equal to the excess. An annual impairment analysis for goodwill and long-lived assets was completed for Coastal Pride and TOBC due to the lower fore ...

PART I – FINANCIAL INFORMATION [Financial Statements](index=5&type=section&id=ITEM%201.%20FINANCIAL%20STATEMENTS) Blue Star Foods Corp. reported a significant net loss increase, raising substantial doubt about its **going concern** ability [Consolidated Balance Sheets](index=5&type=section&id=Consolidated%20Balance%20Sheets) Assets increased, but liabilities grew more substantially, leading to a decline in **stockholders' equity** Consolidated Balance Sheet Highlights (Unaudited) | Balance Sheet Item | Sep 30, 2022 | Dec 31, 2021 | | :--- | :--- | :--- | | **Total Current Assets** | $10,677,348 | $9,631,546 | | Inventory, net | $6,118,720 | $2,119,441 | | **Total Assets** | **$16,855,489** | **$15,945,409** | | **Total Current Liabilities** | $10,114,592 | $6,792,069 | | **Total Liabilities** | **$11,529,544** | **$7,038,441** | | **Total Stockholders' Equity** | **$5,325,945** | **$8,906,968** | [Consolidated Statements of Operations](index=7&type=section&id=Consolidated%20Statements%20of%20Operations) Revenue declined in Q3, swinging to a **gross loss**, and nine-month **net loss** significantly widened Statement of Operations Summary (Unaudited) | Metric | Three Months Ended Sep 30, 2022 | Three Months Ended Sep 30, 2021 | Nine Months Ended Sep 30, 2022 | Nine Months Ended Sep 30, 2021 | | :--- | :--- | :--- | :--- | :--- | | **Revenue, Net** | $2,429,195 | $3,726,704 | $10,712,363 | $8,341,984 | | **Gross Profit (Loss)** | **($1,544,461)** | **$670,243** | **($718,968)** | **$1,542,921** | | Impairment Loss | $748,997 | $0 | $748,997 | $0 | | **Net Loss** | **($3,738,089)** | **($161,788)** | **($6,229,168)** | **($1,077,019)** | | Net Loss Per Share | ($0.15) | ($0.01) | ($0.25) | ($0.05) | [Consolidated Statements of Cash Flows](index=10&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) Operating cash flow was negative at **$4.1 million** due to inventory, with financing providing **$3.7 million** Cash Flow Summary (Unaudited, Nine Months Ended Sep 30) | Cash Flow Activity | 2022 | 2021 | | :--- | :--- | :--- | | Net Cash (Used in) Operating Activities | ($4,095,243) | ($1,005,549) | | Net Cash (Used in) Investing Activities | ($549,337) | ($841,643) | | Net Cash Provided by Financing Activities | $3,732,734 | $1,666,141 | | **Net (Decrease) in Cash** | **($917,330)** | **($133,720)** | | Cash and Cash Equivalents - End of Period | $238,183 | $203,967 | [Notes to Unaudited Consolidated Financial Statements](index=12&type=section&id=Notes%20to%20Unaudited%20Consolidated%20Financial%20Statements) Notes highlight **going concern** doubt, **inventory write-down**, **goodwill impairment**, and **$5.75 million** convertible debt - The company's financial statements were prepared with the assumption of it continuing as a going concern, but management notes that recurring net losses (**$6.2M** for the nine months) and an accumulated deficit (**$22.4M**) raise "substantial doubt" about this ability[66](index=66&type=chunk) - An inventory adjustment of **$514,912** was recorded to reduce the carrying value of inventory to the lower of cost or net realizable value, which was charged to cost of goods sold[47](index=47&type=chunk) - The company recognized a goodwill impairment loss of **$748,997** for the nine months ended September 30, 2022[59](index=59&type=chunk) - In January 2022, the company issued a **$5.75 million** secured, two-year, interest-free convertible promissory note to Lind Global Fund II LP, along with a warrant to purchase **1,000,000 shares**[99](index=99&type=chunk) - The company was not in compliance with the cash flow covenants of its Loan Agreement with Lighthouse for July, August, and September 2022. Lighthouse has notified the company of the default but has not yet exercised its rights and remedies[74](index=74&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=28&type=section&id=ITEM%202.%20MANAGEMENT%27S%20DISCUSSION%20AND%20ANALYSIS%20OF%20FINANCIAL%20CONDITION%20AND%20RESULTS%20OF%20OPERATIONS) Management attributes Q3 revenue decline to lower prices, with **net loss** increase driven by higher costs, write-downs, and **impairment**, straining **liquidity** Q3 2022 vs Q3 2021 Performance | Metric | Q3 2022 | Q3 2021 | Change | Reason | | :--- | :--- | :--- | :--- | :--- | | Net Revenue | $2,429,195 | $3,726,704 | -34.8% | Lower selling price for crab meat. | | Gross Profit (Loss) | ($1,544,461) | $670,243 | - | Higher cost of goods and inventory write-down. | | Net Loss | ($3,738,089) | ($161,788) | +2210% | Decreased gross profit, lower sales prices, higher costs. | Nine Months 2022 vs Nine Months 2021 Performance | Metric | YTD 2022 | YTD 2021 | Change | Reason | | :--- | :--- | :--- | :--- | :--- | | Net Revenue | $10,712,363 | $8,341,984 | +28.4% | Sales from new TOBC and soft-shell crab operations. | | Gross Profit (Loss) | ($718,968) | $1,542,921 | - | Higher market prices at time of purchase and inventory adjustment. | | Net Loss | ($6,229,168) | ($1,077,019) | +478% | Increased operating expenses from acquisitions and amortization of Lind debt discount. | - The company's liquidity is primarily supported by its inventory of **$6.1 million** and accounts receivable of **$0.8 million**. It had a working capital surplus of **$562,756** as of September 30, 2022[181](index=181&type=chunk) - Cash used in operating activities increased significantly to **$4.1 million** for the nine months ended Sep 30, 2022, compared to **$1.0 million** in the prior year, mainly due to a **$4.5 million** increase in inventory[184](index=184&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=34&type=section&id=ITEM%203.%20QUANTITATIVE%20AND%20QUALITATIVE%20DISCLOSURES%20ABOUT%20MARKET%20RISK) As a smaller reporting company, Blue Star Foods Corp. is not required to provide information for this item - The company is a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and is not required to provide the information under this item[210](index=210&type=chunk) [Controls and Procedures](index=34&type=section&id=ITEM%204.%20CONTROLS%20AND%20PROCEDURES) Management concluded the company's **disclosure controls and procedures** were **not effective** due to **material weaknesses** and inadequate **segregation of duties** - Management concluded that the company's disclosure controls and procedures were not effective as of September 30, 2022[211](index=211&type=chunk) - Material weaknesses identified include: - Ineffective controls over the financial close and reporting process - Inadequate segregation of duties, lack of personnel resources, and insufficient technical accounting expertise[213](index=213&type=chunk) - Remediation plans include hiring personnel with technical accounting expertise to segregate duties and creating an internal control framework to address the financial close and reporting process[215](index=215&type=chunk) PART II – OTHER INFORMATION [Legal Proceedings](index=35&type=section&id=ITEM%201.%20LEGAL%20PROCEEDINGS) The company reports no material pending legal proceedings - There are no material pending legal proceedings to which the company is a party[218](index=218&type=chunk) [Risk Factors](index=35&type=section&id=ITEM%201A.%20RISK%20FACTORS) As a smaller reporting company, Blue Star Foods Corp. is not required to provide information for this item - The company is a smaller reporting company and is not required to provide risk factor disclosures in its Form 10-Q[219](index=219&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=35&type=section&id=ITEM%202.%20UNREGISTERED%20SALES%20OF%20EQUITY%20SECURITIES%20AND%20USE%20OF%20PROCEEDS) The company issued **unregistered shares** of **common stock** in Q3 2022 for consulting services and as partial payment for a **convertible note** - On August 25, 2022, and September 26, 2022, the company issued a total of **444,444 shares** of common stock to Lind as partial payment of a convertible promissory note[223](index=223&type=chunk)[224](index=224&type=chunk) - The company issued shares of common stock to the designee of Clear Think Capital for consulting services on July 1, August 1, and September 1, 2022[220](index=220&type=chunk)[221](index=221&type=chunk)[224](index=224&type=chunk) [Defaults Upon Senior Securities](index=36&type=section&id=ITEM%203.%20DEFAULTS%20UPON%20SENIOR%20SECURITIES) The company reported no defaults upon senior securities for the period - None reported[225](index=225&type=chunk)

Revenue Growth - Revenue for the three months ended June 30, 2022 increased 39.0% to $2,958,866 compared to $2,129,389 for the same period in 2021, driven by higher market prices and new operations [143]. - Revenue for the six months ended June 30, 2022 increased 79.5% to $8,283,168 compared to $4,615,280 for the same period in 2021, attributed to higher market prices and new operations [152]. Cost of Goods Sold - Cost of goods sold for the three months ended June 30, 2022 rose to $2,621,112 from $1,559,490 in the same period of 2021, attributed to price increases [144]. - Cost of goods sold for the six months ended June 30, 2022 increased to $7,457,675 from $3,742,602 in the same period of 2021, due to price increases and increased sales [153]. Net Loss - Net loss for the three months ended June 30, 2022 was $1,437,213, an increase from a net loss of $437,127 for the same period in 2021, primarily due to higher salaries and other expenses related to acquisitions [151]. - Net loss for the six months ended June 30, 2022 was $2,491,079, up from a net loss of $915,231 for the same period in 2021, mainly due to increased salaries and other expenses related to acquisitions [159]. Cash Flow - Cash used in operating activities during the six months ended June 30, 2022 was $4,013,941, a significant decrease from cash provided by operating activities of $311,707 for the same period in 2021 [164]. - Cash provided by financing activities for the six months ended June 30, 2022 was $5,925,976, compared to $1,770,995 for the same period in 2021, primarily due to convertible debt net proceeds of $4,762,855 [166]. Financial Position - As of June 30, 2022, the company had cash of $2,585,878 and a working capital surplus of $3,207,745, including $910,000 in subordinated stockholder loans [161]. - The outstanding balance owed to Lighthouse as of June 30, 2022 was $3,451,321 [171]. Debt and Financing - The company issued 6% demand promissory notes totaling $2,910,000 to CEO John Keeler, with approximately $910,000 principal outstanding as of June 30, 2022 [172]. - The company raised approximately $3,600,000 in net proceeds from an underwritten public offering of 800,000 shares at $5.00 per share, which closed on November 5, 2021 [174]. - The company issued a secured, two-year, interest-free convertible promissory note for $5,750,000 to Lind Global Fund II LP, along with a warrant for 1,000,000 shares at an exercise price of $4.50 per share [177]. - The outstanding principal under the note to Lind is payable in 18 monthly installments of $333,333, starting July 24, 2022 [179]. - The company has granted Lind a first priority security interest in all its assets, including shares in its wholly-owned subsidiary [180]. - The note to Lind is convertible into common stock at $5.00 per share, subject to adjustments, and includes provisions for anti-dilution [184]. - Upon a change of control, Lind can require the company to prepay 10% of the outstanding principal amount of the note [185]. Regulatory and Reporting - The company has no off-balance sheet arrangements as of the latest reporting [187]. - The company is classified as a smaller reporting company and is not required to provide certain market risk disclosures [188].

BLUE STAR Blue Star Foods Corp. An Integrated Environmental, Social and Governance (ESG) Sustainable Seafood Company Investor Presentation | June 2022 Nasdaq: BSFC bluestarfoods.com Blue Star Foods Corporation 2 Blue Star Foods Corporation Forward looking statements This presentation may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Such forward-looking statements are characterized by future or condi ...