| --- | --- | --- | --- | --- | |-----------------------------------------------------------------------------------------------------|-------|-------------|-------|--------------| | CASH FLOWS FROM OPERATING ACTIVITIES: | | 2023 | | 2022 | | | | | | | | Net Loss | $ | (3,848,950) | $ | (6,229,168) | | Adjustments to reconcile net loss to net cash (used in) operating activities: | | | | | | Stock based compensation | | 54,718 | | 299,173 | | Common stock issued for service | | 109,000 | | 388,554 | | Deprec ...

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)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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) 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, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition p ...

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 ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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) 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: March 31, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Delaware 82-4270040 (State or other jurisdiction of incorporation or organization) (IRS Employer Identification No.) 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) Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☒ Emerging growth company ☒ FORM 10-K (Mark One) ☒ ANNUAL ...

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: September 30, 2021 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: 000-55903 BLUE STAR FOODS CORP. (Exact name of registrant as specified in its charter) | --- ...