Overview
- TickerBSFC on OTC2
- IndustryPrepared Fresh or Frozen Fish & Seafoods2
- HeadquartersMiami, United States2
- Incorporated inDE3
- Business address3330 Clematis Street, Suite 217, West Palm Beach, Fl 334013
- Filer categoryNon-accelerated filer, Smaller reporting company3
- Legal formCorporation2
- LEI529900MK9Y1HF84LAW822
- StatusActive2
- LEI statusLapsed (not renewed)2
- Registered addressc/o VCORP SERVICES, LLC, 108 W. 13TH STREET SUITE 100, 19801 Wilmington, United States2
- Registered withDivision of Corporations, Department of State, 65807042
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Lanka and India, with an emphasis on traceability and sustainable harvesting practices supported by proprietary GPS-based tracking systems.4 From its latest annual report
Financials
From the company’s reports to the SEC. Every number links to the filing it came from.
Key numbers, fiscal 2025
Where the money goes
Where each dollar of revenue went, fiscal 2025
- Cost of revenue60¢$1.7M
- Other costs25¢$723.4K
- Interest15¢$447.3K
Out of $2.9M in revenue.5 The company lost money this year.
Financial statements
Every line of the income statement as filed: the last 2 fiscal years, latest first.5
| Period ending | 2025-12-31 | 2024-12-31 |
|---|---|---|
| REVENUE, NET | $2.9M | $3.6M |
| COST OF REVENUE | $1.7M | $4.9M |
| GROSS PROFIT | $1.2M | -$1.3M |
| COMMISSIONS | $885 | $4.5K |
| SALARIES AND WAGES | $1.1M | $1.1M |
| DIRECTOR COMPENSATION | $552.0K | $536.4K |
| DEPRECIATION AND AMORTIZATION | $27.0K | $5.9K |
| OTHER OPERATING EXPENSES | $1.9M | $7.1M |
| LOSS FROM OPERATIONS | -$2.3M | -$10.1M |
| OTHER INCOME | $890.9K | $51.9K |
| CHANGE IN FAIR VALUE OF DERIVATIVE LIABILITIES | $49.6K | -$354.3K |
| CHANGE IN FAIR VALUE OF CONVERTIBLE NOTES | -$1.3M | |
| LOSS ON SETTLEMENT OF DEBT | -$414.1K | |
| INTEREST EXPENSE | -$447.3K | -$2.1M |
| NET LOSS | -$3.6M | -$12.5M |
| NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS | -$3.6M | -$12.5M |
| CHANGE IN FOREIGN CURRENCY TRANSLATION ADJUSTMENT | -$72.3K | $185.2K |
| COMPREHENSIVE LOSS | -$3.7M | -$12.3M |
| Net loss per common share - diluted | -$0.10 | -$4.15 |
| Net loss per common share - diluted | -$0.10 | -$4.15 |
| Weighted average common shares outstanding - basic | 37.4M shares | 3.0M shares |
| Weighted average common shares outstanding - diluted | 37.4M shares | 3.0M shares |
No quarter-by-quarter statement was filed.
Every line of the balance sheet as filed: the last 3 fiscal years (annual) or 3 quarters (quarterly), latest first.5
| Period ending | 2025-12-31 | 2024-12-31 | 2023-12-31 |
|---|---|---|---|
| Cash and cash equivalents | $14.4K | $326.9K | |
| Accounts receivable, net of allowances and credit losses of $24,117 and $38,880 | $55.1K | $349.6K | |
| Inventory, net | $405.0K | $447.8K | |
| Other current assets | $594.2K | $1.1M | |
| Total Current Assets | $1.2M | $2.2M | |
| FIXED ASSETS, net | $106.2K | $122.9K | |
| RIGHT OF USE ASSET | $50.1K | $84.1K | |
| OTHER ASSETS | $69.3K | $113.8K | |
| TOTAL ASSETS | $1.4M | $2.6M | |
| Accounts payables | $538.6K | $307.1K | |
| Accrued expense | $355.3K | $675.1K | |
| Accrued compensation | $480.0K | ||
| Customer refunds | $56.9K | ||
| Convertible notes, net of debt discounts | $55.5K | $671.0K | |
| Convertible notes, at fair value | $1.8M | ||
| Current maturities of lease liabilities | $39.6K | $35.7K | |
| Loan payable, net of non-current portion | $364.3K | $58.7K | |
| Derivative liability | $49.6K | ||
| Other current liabilities | $33.4K | $790.9K | |
| Total Current Liabilities | $3.7M | $2.6M | |
| Lease liability, net of current portion | $10.5K | $48.5K | |
| Loan payable, net of current portion | $43.5K | $52.9K | |
| TOTAL LIABILITIES | $3.7M | $2.7M | |
| Series A Super-Voting Convertible Preferred Stock, $0.0001 par value; 5,000,000 shares authorized, 1,000,000 shares issued and outstanding as of December 31, 2025, and 0 shares issued and outstanding as of December 31, 2024 | $100 | ||
| Common stock, $0.0001 par value, 500,000,000 shares authorized; 91,631,956 shares issued and outstanding as of December 31, 2025, and 9,837,374 shares issued and outstanding as of December 31, 2024 | $9.2K | $974 | |
| Additional paid-in capital | $47.6M | $46.2M | |
| Accumulated other comprehensive loss | -$67.2K | $5.2K | |
| Accumulated deficit | -$49.9M | -$46.3M | |
| Stock subscription receivable | -$100 | ||
| Treasury stock, 151 shares as of December 31, 2025 and 151 shares as of December 31, 2024 | -$76.3K | -$76.3K | |
| TOTAL STOCKHOLDERS EQUITY | -$2.4M | -$191.7K | $2.6M |
| TOTAL LIABILITIES AND STOCKHOLDERS EQUITY | $1.4M | $2.6M | |
| Allowance for doubtful accounts receivable current | $24.1K | $38.9K | |
| Common stock, par value | $0.00 | $0.00 | |
| Common stock, shares authorized | 500.0M shares | 500.0M shares | |
| Common stock, shares issued | 91.6M shares | 9.8M shares | |
| Common stock, shares outstanding | 91.6M shares | 9.8M shares | |
| Treasury stock, common shares | 151 shares | 151 shares |
| Period ending | 2025-12-31 | 2024-12-31 | 2023-12-31 |
|---|---|---|---|
| Cash and cash equivalents | $14.4K | $326.9K | |
| Accounts receivable, net of allowances and credit losses of $24,117 and $38,880 | $55.1K | $349.6K | |
| Inventory, net | $405.0K | $447.8K | |
| Other current assets | $594.2K | $1.1M | |
| Total Current Assets | $1.2M | $2.2M | |
| FIXED ASSETS, net | $106.2K | $122.9K | |
| RIGHT OF USE ASSET | $50.1K | $84.1K | |
| OTHER ASSETS | $69.3K | $113.8K | |
| TOTAL ASSETS | $1.4M | $2.6M | |
| Accounts payables | $538.6K | $307.1K | |
| Accrued expense | $355.3K | $675.1K | |
| Accrued compensation | $480.0K | ||
| Customer refunds | $56.9K | ||
| Convertible notes, net of debt discounts | $55.5K | $671.0K | |
| Convertible notes, at fair value | $1.8M | ||
| Current maturities of lease liabilities | $39.6K | $35.7K | |
| Loan payable, net of non-current portion | $364.3K | $58.7K | |
| Derivative liability | $49.6K | ||
| Other current liabilities | $33.4K | $790.9K | |
| Total Current Liabilities | $3.7M | $2.6M | |
| Lease liability, net of current portion | $10.5K | $48.5K | |
| Loan payable, net of current portion | $43.5K | $52.9K | |
| TOTAL LIABILITIES | $3.7M | $2.7M | |
| Series A Super-Voting Convertible Preferred Stock, $0.0001 par value; 5,000,000 shares authorized, 1,000,000 shares issued and outstanding as of December 31, 2025, and 0 shares issued and outstanding as of December 31, 2024 | $100 | ||
| Common stock, $0.0001 par value, 500,000,000 shares authorized; 91,631,956 shares issued and outstanding as of December 31, 2025, and 9,837,374 shares issued and outstanding as of December 31, 2024 | $9.2K | $974 | |
| Additional paid-in capital | $47.6M | $46.2M | |
| Accumulated other comprehensive loss | -$67.2K | $5.2K | |
| Accumulated deficit | -$49.9M | -$46.3M | |
| Stock subscription receivable | -$100 | ||
| Treasury stock, 151 shares as of December 31, 2025 and 151 shares as of December 31, 2024 | -$76.3K | -$76.3K | |
| TOTAL STOCKHOLDERS EQUITY | -$2.4M | -$191.7K | $2.6M |
| TOTAL LIABILITIES AND STOCKHOLDERS EQUITY | $1.4M | $2.6M | |
| Allowance for doubtful accounts receivable current | $24.1K | $38.9K | |
| Common stock, par value | $0.00 | $0.00 | |
| Common stock, shares authorized | 500.0M shares | 500.0M shares | |
| Common stock, shares issued | 91.6M shares | 9.8M shares | |
| Common stock, shares outstanding | 91.6M shares | 9.8M shares | |
| Treasury stock, common shares | 151 shares | 151 shares |
Cash flow is reported year to date, not quarter by quarter, so there are no separate quarterly figures.
Every line of the cash flow as filed: the last 2 fiscal years, latest first.5
| Period ending | 2025-12-31 | 2024-12-31 |
|---|---|---|
| Net Loss | -$3.6M | -$12.5M |
| Stock based compensation | $3.8K | $3.0K |
| Common stock issued for service | $99.0K | $302.0K |
| Write-off of PPE | $276.9K | |
| Depreciation of fixed assets | $27.0K | $5.9K |
| Amortization of debt discounts | $168.2K | $1.2M |
| Allowance for inventory obsolescence | -$900.7K | $1.2M |
| Allowance for advances and Related Party long-term receivable | $1.8M | |
| Loss on settlement of debt | $414.1K | $102.9K |
| Lease expense | $34.0K | $40.9K |
| Credit loss expense | -$14.0K | $8.0K |
| Change in fair value of derivative liabilities | -$49.6K | $354.3K |
| Change in fair value of convertible notes | $1.3M | |
| Accounts receivables | $308.6K | $176.6K |
| Inventories | $943.5K | $919.5K |
| Advances to related parties | -$91.9K | $95.5K |
| Other current assets | $515.3K | -$348.3K |
| Right of use liability | -$34.0K | -$40.9K |
| Other assets | $44.5K | -$35.9K |
| Accounts payable and accruals | $451.7K | $321.6K |
| Accrued compensation | $480.0K | |
| Customer refunds | -$56.9K | -$133.1K |
| Deferred income | -$47.8K | |
| Other current liabilities | -$757.5K | |
| Net Cash (Used in) Operating Activities | -$674.6K | -$6.2M |
| Purchases of fixed assets | -$9.9K | -$101.7K |
| Net Cash (Used in) Investing Activities | -$9.9K | -$101.7K |
| Proceeds from common stock offering | $19.9K | $6.2M |
| Proceeds from short-term loan | $970.1K | $2.5M |
| Repayments of short-term loan | -$546.7K | -$2.0M |
| Repayments of related party notes payable | -$265.6K | |
| Net Cash Provided by Financing Activities | $443.3K | $6.4M |
| Effect of Exchange Rate Changes on Cash | -$71.3K | $182.4K |
| NET INCREASE IN CASH AND CASH EQUIVALENTS | -$312.4K | $302.7K |
| Cash paid for interest | $231.0K | $505.5K |
| Common stock issued for partial settlement of note payable | $827.3K | $2.9M |
| Common stock issued for loan commitment fees | $118.9K | |
| Derivative liability recognized on issuance of convertible note | $47.4K | |
| Common stock issued for directors stock compensation | $540.0K | |
| Directors compensation included in advances to related parties | $60.0K |
No quarter-by-quarter statement was filed.
Corporate structure
Blue Star Foods Corp. sits at the top of its group. 1 entity, 1 country on record. Switch between the flow chart and the network, and select any entity to see its details.
Major holders of Blue Star Foods Corp.
- Quick Capital, LLC Filed SCHEDULE 13G on Blue Star Foods Corp., latest Dec 19, 2025
- Lind Global Fund II LP Filed SC 13G/A on Blue Star Foods Corp., latest Nov 14, 2024 (3 filings since Sep 19, 2023)
- Clearthink Capital Partners, LLC Filed SC 13G on Blue Star Foods Corp., latest Jan 17, 2024
- Blue Star Foods Corp. Miami, Florida, United States
Built from parent and subsidiary links from GLEIF, the Global Legal Entity Identifier Foundation (CC0); major holders from Schedules 13D and 13G. Each entity in the chart links to its source.
What it owns
What Blue Star Foods Corp. reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.
Property and equipment
| Item | Latest | A year before | Change |
|---|---|---|---|
| Property and equipment, before depreciation | $176.4K5 Dec 31, 2025 | $167.5K5 Dec 31, 2024 | +5.3% |
| Accumulated depreciation | $70.2K5 Dec 31, 2025 | $44.7K5 Dec 31, 2024 | +57.2% |
| Property and equipment, net | $106.2K5 Dec 31, 2025 | $122.9K5 Dec 31, 2024 | −13.6% |
| Operating-lease assets (leased space) | $50.1K5 Dec 31, 2025 | $84.1K5 Dec 31, 2024 | −40.5% |
Investments
| Item | Latest | A year before | Change |
|---|---|---|---|
| Cash and cash equivalents | $14.4K5 Dec 31, 2025 | $326.9K5 Dec 31, 2024 | −95.6% |
Inventory
Properties, in its own words
The Company’s executive offices and warehouse facility are based in Miami, Florida. On January 1, 2022, the Company entered into a verbal month-to-month lease agreement with an unrelated third party for office space for monthly rent of $5,800. During 2025, the Company reduced the leased space and the monthly rent and correspondingly reduced to $1,500. The Company has paid $32,800 to date under this lease.
Coastal Pride also leased a 9,050 square foot facility for $1,000 per month from Gault Seafood, LLC, (“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.
The rest of Item 2
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. Both leases are renewable for two additional five-year terms.
We currently believe these spaces will be adequate for our immediate and near-term needs.
Item 2 of the 10-K filed May 22, 2026.4
Leadership
Who has led Blue Star Foods Corp., and when. Pick a name to see everywhere that person has worked.
Chief executive
President
Chief financial officer
Chief operating officer
- Chief executive officerJohn R. Keeler Jan 4, 2022 to Feb 26, 202513
- Chief executive officerHoward Gostfrand Feb 2, 2021 to Feb 2, 202114
- Chief executive officerCarlos Faria Nov 29, 2018 to Nov 29, 201815
- ChairJohn R. Keeler Nov 30, 2018 to Sep 15, 202216
- PresidentCarlos Faria Nov 29, 2018 to Nov 29, 201815
- Chief financial officerLaura E. Anthony Feb 2, 2021 to Feb 2, 202117
- Chief financial officerSilvia Sosa Alana May 7, 2021 to Mar 8, 202418
- Chief financial officerChristopher Constable Nov 29, 2018 to Nov 29, 201819
- Chief operating officerMiozotis Ponce Apr 27, 2022 to Feb 1, 202320
Board members and other officers (11)
- Board memberJohn R. Keeler Apr 3, 2023 to Feb 26, 202521
- Board memberSilvia Sosa Alana Apr 21, 2022 to Mar 8, 202422
- Board memberJuan Carlos Dalto Apr 28, 2022 to Feb 3, 202323
- Board memberHoward Gostfrand Feb 2, 2021 to Feb 2, 202114
- Board memberLaura E. Anthony Feb 2, 2021 to Feb 2, 202117
- Board memberJeffrey J. Guzy Apr 19, 2021 to Feb 26, 202524
- Board memberTimothy Andrew McLellan Apr 19, 2021 to Feb 26, 202525
- Board memberTrond K. Ringstad Apr 19, 2021 to Feb 26, 202526
- Board memberCarlos Faria Nov 29, 2018 to Nov 29, 201815
- Board memberChristopher Constable Nov 29, 2018 to Nov 29, 201819
- Board memberNubar Herian Dec 3, 2018 to Feb 26, 202527
Former names
- AG ACQUISITION GROUP II, INC.Feb 20, 2018 to Sep 14, 20183
Timeline
- Oct 8, 20268-K Change to shareholders' rights; Bylaws or fiscal year changed28
- Nov 21, 20258-K Bylaws or fiscal year changed29
- Sep 23, 20258-K Change of auditor30
- Jun 5, 20258-K Executive or director change31
- Dec 20, 20248-K Shareholder vote32
- Dec 19, 20248-K Listing notice or transfer33
- Dec 11, 20248-K Other events34
- Dec 3, 20248-K Other events35
- Nov 27, 20248-K Regulation FD disclosure; Other events36
- Oct 21, 20248-K Listing notice or transfer37
- Jun 12, 20248-K Other events38
- Jun 5, 20248-K Other events39
- Jan 4, 2022New chief executive John R. Keeler becomes CEO13
- Feb 2, 2021New chief executive Howard Gostfrand becomes CEO14
- Nov 29, 2018New chief executive Carlos Faria becomes CEO15
- Oct 17, 2017Founded Blue Star Foods Corp. is founded2
Calendar
When it reported results
- May 23, 2023Reported quarterly or annual results40
- Nov 15, 2022Reported quarterly or annual results41
- Aug 16, 2022Reported quarterly or annual results42
Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar
Filings
220 filings to the SEC since October 2021: 5 annual reports, 15 quarterly reports, 50 major events, 43 insider forms, 5 large holders, 102 other. The latest 20:
- Oct 8, 20268-K EDGAR
- Aug 24, 2026DEF 14C EDGAR
- Aug 20, 20261-A-W EDGAR
- Aug 12, 20261-A/A EDGAR
- Jul 31, 202610-Q EDGAR
- Jul 16, 202610-Q EDGAR
- May 22, 202610-K EDGAR
- May 15, 2026NT 10-Q EDGAR
- Apr 7, 20261-A/A EDGAR
- Mar 31, 2026NT 10-K EDGAR
- Mar 9, 2026PRE 14C EDGAR
- Feb 23, 2026DEF 14C EDGAR
- Feb 12, 20261-A EDGAR
- Jan 29, 2026PRE 14C EDGAR
- Jan 9, 2026RW EDGAR
- Jan 6, 2026AW EDGAR
- Dec 19, 2025SCHEDULE 13G EDGAR
- Dec 5, 2025AW EDGAR
- Nov 21, 20258-K EDGAR
- Nov 12, 202510-Q EDGAR
The 220 filings since October 2021 can be filtered by form type and year here when JavaScript is on.
Every filing from the last five years, summarized. The full record is on SEC EDGAR.
Insider trades
46 open-market trades by officers, directors and large owners since October 2021: 37 buys and 9 sales. Grants, option exercises and gifts are left out.
| Date | Who | Trade | Shares | Price | Value | Filing |
|---|---|---|---|---|---|---|
| Feb 28, 2024 | Herian NubarDirector | Buy | 21,000 | $0.10 | $2.1K | Form 4 |
| Jan 16, 2024 | Herian NubarDirector | Buy | 20,000 | $0.14 | $2.8K | Form 4 |
| Jan 2, 2024 | Herian NubarDirector | Buy | 5,000 | $0.15 | $750 | Form 4 |
| Dec 13, 2022 | Herian NubarDirector | Buy | 1,672 | $0.44 | $736 | Form 4 |
| Dec 12, 2022 | Herian NubarDirector | Buy | 1,493 | $8.28 | $12.4K | Form 4 |
| Oct 26, 2022 | Guzy Jeffrey JDirector | Buy | 1,000 | $0.97 | $970 | Form 4 |
| Oct 14, 2022 | Ringstad Trond K.Director | Buy | 4,095 | $0.96 | $3.9K | Form 4 |
| Oct 7, 2022 | Ringstad Trond K.Director | Buy | 1,104 | $0.91 | $1.0K | Form 4 |
| Oct 3, 2022 | Herian NubarDirector | Buy | 4,000 | $0.84 | $3.4K | Form 4 |
| Sep 14, 2022 | Keeler John RChief Executive Officer | Sale | 28,282 | $1.03 | $29.1K | Form 4 |
| Sep 13, 2022 | Keeler John RChief Executive Officer | Sale | 40,000 | $1.12 | $44.8K | Form 4 |
| Jul 28, 2022 | Keeler John RChief Executive Officer | Sale | 566 | $1.27 | $719 | Form 4 |
| Jul 25, 2022 | Keeler John RChief Executive Officer | Sale | 843 | $1.31 | $1.1K | Form 4 |
| Mar 2, 2022 | Herian NubarDirector | Buy | 16,380 | $1.75 | $28.7K | Form 4 |
| Mar 1, 2022 | Herian NubarDirector | Buy | 345 | $1.75 | $604 | Form 4 |
| Mar 1, 2022 | Herian NubarDirector | Buy | 464 | $1.76 | $817 | Form 4 |
| Feb 28, 2022 | Herian NubarDirector | Buy | 40,000 | $1.71 | $68.5K | Form 4 |
| Feb 28, 2022 | Herian NubarDirector | Buy | 23,275 | $1.75 | $40.7K | Form 4 |
| Feb 17, 2022 | Herian NubarDirector | Buy | 3,000 | $1.90 | $5.7K | Form 4 |
| Feb 9, 2022 | Herian NubarDirector | Buy | 18,300 | $1.99 | $36.4K | Form 4 |
All 46 trades can be filtered by person here when JavaScript is on.
From Forms 4 filed with the SEC.
Major holders
Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.
- Quick Capital, LLCSCHEDULE 13G, 1 filing Dec 19, 202543
- Lind Global Fund II LPSC 13G/A, 3 filings Sep 19, 2023 to Nov 14, 202444
- Clearthink Capital Partners, LLCSC 13G, 1 filing Jan 17, 202445
Executive pay
What the company paid its top executives, from the summary compensation table in its proxy statement. Total pay includes salary, bonus, stock and option awards and other pay, as the company valued them.
| Year | Executive | Age | Salary | Total pay |
|---|---|---|---|---|
| 2023 | Silvia Alana - | $147.0K | $212.3K46 | |
| 2023 | Miozotis Ponce - | $166.6K | $172.3K46 | |
| 2023 | John Keeler - | $76.9K | $145.7K46 | |
| 2022 | Previous Chief Financial Officer and Director | $150.0K | $222.8K46 | |
| 2022 | Executive Chairman and Chief Executive Officer and Director | $79.4K | $193.0K46 | |
| 2022 | Previous Chief Operating Officer | $170.0K | $175.4K46 |
SEC filer profile
How Blue Star Foods Corp. is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.
- Name on EDGARBlue Star Foods Corp.1
- CIK0001730773
- Employer ID (EIN)82-42700404
- Filer statusNon-accelerated filer not an emerging growth company; a smaller reporting company; a shell company4
- Incorporated inDelaware4
- Fiscal year endsDecember 311
- Industry code (SIC)2092 Prepared Fresh or Frozen Fish & Seafoods1
- SEC reviewing officeOffice of Manufacturing, Division of Corporation Finance1
- Business address3330 Clematis Street, Suite 217, West Palm Beach, FL 334011
- Phone800-341-26841
- Shares outstanding171,880,101 as of Jul 31, 202612
- Public float$2.2M as of Jun 30, 20254
- AuditorGreenGrowthCPAs, Los Angeles, California PCAOB ID 6580; no auditor attestation of internal control over financial reporting4
- On EDGAR sinceFeb 20, 20181
- Filings311 in all: 8-K (72), 4 (47), CORRESP (28), 10-Q (26), UPLOAD (13), 3 (12), S-1/A (12), NT 10-Q (10)1
All 41 form types
10-K (9), EFFECT (8), S-1 (8), 424B3 (6), DEF 14A (5), NT 10-K (5), 424B5 (4), PRE 14A (4), D (3), DEF 14C (3), PRE 14C (3), 1-A/A (2), 424B4 (2), 8-K/A (2), AW (2), RW (2), S-3 (2), S-3/A (2), S-8 (2), SC 13D (2), SC 13G (2), SC 13G/A (2), 1-A (1), 1-A-W (1), 10-12G (1), 10-12G/A (1), 144 (1), 25-NSE (1), 3/A (1), 8-A12B (1), CERT (1), POS AM (1), SCHEDULE 13G (1)
- Latest filingsAnnual report (10-K) May 22, 2026
Quarterly report (10-Q) Jul 31, 2026
Proxy statement (DEF 14A) Nov 12, 2024
Latest 8-K (8-K) Oct 8, 2026
Securities registered for trading
| Class | Symbol | Exchange |
|---|---|---|
| Common Stock, $0.0001 par value | BSFC |
From the cover page of the 10-K filed May 22, 2026 (Section 12(b) of the Exchange Act).4
Risk factors and legal proceedings
The risks Blue Star Foods Corp. names in Item 1A of its 10-K filed May 22, 2026: 46 risks under these headings, as written.4
- Risks Relating to Our Company and Business
- Future acquisitions may have an adverse effect on our ability to manage our business.
- The value of crab meat is subject to fluctuation which may result in volatility of our results of operations and the value of an investment in the Company.
- A material decline in the population and biomass of crab meat that we sell in the fisheries from which we obtain our crab meat would materially and adversely affect our business.
- We are subject to the risk of product contamination and product liability claims.
- A significant portion of our revenues are derived from a single product, crab meat, and therefore we are highly susceptible to changes in market demand, which may be affected by factors over which we have limited or no control.
- Risks Related to Our Industry and TOBC’s RAS Operations
- Regulation of the fishing industry may have an adverse impact on our business.
- Segments of the seafood industry in which we operate are competitive, and our inability to compete successfully could adversely affect our business, results of operations and financial condition.
- We are devoting some of our financial and management resources to our Fisheries and Oceans Canada – Freshwater / Land-based Aquaculture License litigation, and if we are unsuccessful in this lawsuit, our financial condition may be adversely affected.
- Our insurance coverage may be inadequate to cover losses we may incur or to fully replace a significant loss of assets.
- Our operations, revenue and profitability could be adversely affected by changes in laws and regulations in the countries where we do business.
The other 36 risks
- A decline in discretionary consumer spending may adversely affect our industry, our operations and ultimately our profitability.
- Our business is affected by the quality and quantity of the salmon that is harvested by TOBC.
- A shutdown, damage to any of our farms, or lack of availability of power, fuel, oxygen, eggs, water, or other key components needed for our operations, could result in our prematurely harvesting fish, a loss of a material percentage of our fish in production, a delay in our commercialization plans, and a material adverse effect on our operations, business results, reputation, and the value of our brands.
- The successful development of our TOBC business depends on TOBC’s ability to efficiently and cost-effectively produce and sell salmon at large commercial scale.
- Risks Related to Our Reliance on Third Parties
- We are dependent on third parties for our operations and our business may be affected by supply chain interruptions and delays.
- We do not have long-term agreements with many of our customers and suppliers.
- Risks Related to Our Financial Condition and Capital Requirements
- Our independent registered public accounting firm has included an explanatory paragraph relating to our ability to continue as a going concern in its report on our audited financial statements.
- We face risks related to the current global economic environment which could harm our business, financial condition and results of operations.
- We may need to raise additional capital to fund our existing commercial operations and develop and commercialize new products and expand our operations.
- Risks Related to Administrative, Organizational and Commercial Operations and Growth
- We may be unable to manage our future growth effectively, which could make it difficult to execute our business strategy.
- If we are unable to support demand for our current and our future products, including ensuring that we have adequate resources to meet increased demand and mitigate any supply chain delays our business could be harmed.
- The loss of our Executive Chairman and Chief Executive Officer or our inability to attract and retain highly skilled officers and key personnel could negatively impact our business.
- If we were sued for product liability or professional liability, we could face substantial liabilities that exceed our resources.
- We face risks associated with our international business.
- Our results may be impacted by changes in foreign currency exchange rates.
- We could be negatively impacted by violations of applicable anti-corruption laws or violations of our internal policies designed to ensure ethical business practices.
- We depend on our information technology systems, and any failure of these systems could harm our business.
- Our operations are vulnerable to interruption or loss due to natural or other disasters, power loss, strikes and other events beyond our control.
- Risks Related to Intellectual Property
- Our intellectual property rights are valuable, and any inability to adequately protect, or uncertainty regarding validity, enforceability or scope of them could undermine our competitive position and reduce the value of our products, services and brand, and litigation to protect our intellectual property rights may be costly.
- We may be exposed to infringement or misappropriation claims by third parties, which, if determined against us, could adversely affect our business and subject us to significant liability to third parties.
- Our commercial success will depend in part on our success in obtaining and maintaining issued patents and other intellectual property rights in the United States and elsewhere. If we do not adequately protect our intellectual property, competitors may be able to use our processes and erode or negate any competitive advantage we may have, which could harm our business.
- If we are unable to protect the confidentiality of our trade secrets, our business and competitive position could be harmed.
- We may not be able to enforce our intellectual property rights throughout the world.
- Third parties may assert that our employees or consultants have wrongfully used or disclosed confidential information or misappropriated trade secrets.
- Risks Related to Regulatory Matters
- Our products and operations are subject to government regulation and oversight both in the United States and abroad, and our failure to comply with applicable requirements could harm our business.
- Unavailability of materials or higher costs could adversely affect our financial results.
- Risks Relating to Our Common Stock
- The price of our Common Stock may be volatile and may be influenced by numerous factors, some of which are beyond our control.
- You may experience dilution of your ownership interests because of the future issuance of additional shares of our Common Stock or preferred stock or other securities that are convertible into or exercisable for our Common Stock or preferred stock.
- Trading on the OTCQB Market is volatile and sporadic, which could depress the market price of our Common Stock and make it difficult for the holders to resell their Common Stock.
- Management may have broad discretion as to the use of the proceeds from offerings of its securities and may not use the proceeds effectively.
- Our Common Stock may be deemed a “penny stock” which may reduce the value of an investment in the stock.
- The sales practice requirements of the Financial Industry Regulatory Authority’s (“FINRA”) may limit a stockholder’s ability to buy and sell our Common Stock.
- Our operating results for a particular period may fluctuate significantly or may fall below the expectations of investors or securities analysts, each of which may cause the price of our Common Stock to fluctuate or decline.
- Issuance of stock to fund our operations may dilute your investment and reduce your equity interest.
- Provisions of our charter documents or Delaware law could delay or prevent an acquisition of the Company, even if such an acquisition would be beneficial to our stockholders, which could make it more difficult for you to change management.
- We do not anticipate paying any cash dividends on our common stock in the foreseeable future therefore capital appreciation, if any, of our common stock will be your sole source of gain for the foreseeable future.
Legal proceedings
On January 17, 2025, the Company, through TOBC, filed a lawsuit in the Supreme Court of British Columbia against Harold Steven Atkinson, Janet Atkinson and Ben Atkinson (the “Defendants”) for breach of contract, tort of intentional interference with economic relations, breach of confidentiality and non-compete, breach of trust, breach of fiduciary duty, defamation, breach of duty of honest performance and good faith, and damages. The Company claims that Harold Steven Atkinson purposely hid the renewal process of the Fisheries and Oceans Canada – Freshwater / Land-based Aquaculture License (the “License”) and placed the License in his personal name when it should be in the name of TOBC. The License is required to operate the aquaculture farm, including the transfer of eggs and fingerlings to its facilities. While the dispute of who controls the License is ongoing, management believes that the Company can continue to operate as the licensed facility pertains to TOBC.
The opening of Item 3, Legal Proceedings.4
Sources
The numbers on this page point here. Each one links to the record it came from.
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- 16SEC EDGARJohn R. Keeler, Chair
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- 21SEC EDGARJohn R. Keeler, Board member
- 22SEC EDGARSilvia Sosa Alana, Board member
- 23SEC EDGARJuan Carlos Dalto, Board member
- 24SEC EDGARJeffrey J. Guzy, Board member
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- 26SEC EDGARTrond K. Ringstad, Board member
- 27SEC EDGARNubar Herian, Board member
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- 29SEC EDGARBylaws or fiscal year changed
- 30SEC EDGARChange of auditor
- 31SEC EDGARExecutive or director change
- 32SEC EDGARShareholder vote
- 33SEC EDGARListing notice or transfer
- 34SEC EDGAROther events
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- 37SEC EDGARListing notice or transfer
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