0001730773 false 0001730773 2022-04-19 2022-04-19 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): April 19, 2022

 

BLUE STAR FOODS CORP.

(Exact name of registrant as specified in charter)

 

Delaware   000-55903   82-4270040

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

3000 NW 109th Avenue

Miami, Florida

  33172
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (860) 633-5565

 

N/A
(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
Pre-commencement communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

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.


 

 

 

 
 

 

Item 1.01 Entry into a Material Definitive Agreement.

 

Reference is made to the disclosure set forth under Item 5.02 below, which disclosure is incorporated herein by reference.

 

Item 3.02 Unregistered Sales of Equity Securities.

 

Reference is made to the disclosure set forth under Item 5.02 below, which disclosure is incorporated herein by reference.

 

The issuances of the options under the Director Service Agreement are exempt from registration under Section 4(a)(2) of Securities Act of 1933, as amended, as transactions by an issuer not involving any public offering.

 

Item 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

 

Appointment of Chief Operating Officer

 

On April 19, 2022, the Board of Directors (the “Board”) of the Blue Star Foods Corp., a Delaware corporation (the “Company”) appointed Miozotis Ponce as Chief Operating Officer of the Company.

 

Ms. Ponce, 52, was the Company’s Vice President of Operations since May 2012, where she has led sales and marketing and operations. Prior thereto, from June 2005, Ms. Ponce served as Operations Manager. Ms. Ponce joined the Company in June 2004 as Customer Service Director and has over 25 years of experience in the food industry. Ms. Ponce holds an AA in Business from Miami Dade Community College.

 

There are no arrangements or understandings between Ms. Miozotis and any other person pursuant to which they were appointed as an officer. Ms. Miozotis does not have any family relationships with any of the Company’s directors or executive officers. There are no transactions and no proposed transactions between Ms. Miozotis and the Company that would be required to be disclosed pursuant to Item 404(a) of Regulation S-K.

 

Increase in Board Size

 

On April 20, 2022, in accordance with the Company’s bylaws, the number of directors constituting the Board was increased from five directors to seven directors and, effective as of April 20, 2022, Silva Alana and Juan Carlos Dalto were appointed directors to fill the vacancies created by such increase.

 

New Directors

 

Silvia Alana, 38, has been chief financial officer of the Company since May 2021. Ms. Alana was the corporate controller of the Company from August 2020 to May 2021. Prior thereto, Ms. Alana was Global Technical Accounting Manager at Brightstar Corporation from April 2018 to July 2020 and Audit Manager at Crowe Horwath, LLP from July 2016 to April 2018. Ms. Alana was a Senior Accountant in Global Accounting and Reporting Services at Carnival Corporation & Plc., from May 2013 to February 2015, and an Auditor in Assurance at Pricewaterhouse Coopers, LLP, from January 2010 to May 2013. Ms. Alana graduated from Florida International University with a Bachelor degree in Accounting in 2008 and a Master of Accounting in 2009. Ms. Alana is a Certified Public Accountant. Ms. Alana’s experience with the Company’s operations led to her appointment as a director.

 

 
 

 

Juan Carlos Dalto, 57, has been the president of Dole Sunshine Company-Dole Packaged Foods, LLC, since January 2021, where he leads business development for North and Latin America of the Dole packaged fruits business,. From March 2017 to December 2020, Mr. Dalto was regional chief executive officer of Savencia Fromage & Dairy Latin America where he led business development in the production, imports, distribution and marketing of dairy products. Prior thereto, among other positions, Mr. Dalto held various international executive positions with Danone, a world leading food company. Mr. Dalto has an industrial engineer degree from the Instituto Tecnológico de Buenos Aires – ITBA (Argentina), with post-graduate executive studies on strategic marketing from Adam Smith Open University (Buenos Aires, Argentina) and the University of Michigan, and on leadership from the London Business School. Mr. Dalto’s extensive knowledge and experience in the food industry, sustainability and business development, led to his appointment as a director.

 

There are no arrangements or understandings between either of Ms. Alana or Mr. Dalto and any other person pursuant to which either of them was appointed as a director. In addition, there are no family relationships between either of Ms. Alana or Mr. Dalto and any of the Company’s other officers or directors. Except as set forth herein, there are no transactions and no proposed transactions between either of Ms. Alana or Mr. Dalto and the Company that would be required to be disclosed pursuant to Item 404(a) of Regulation S-K.

 

Director Service Agreement

 

On April 20, 2022, the Company entered into a one-year director service agreement with each of John Keeler, Nubar Herian, Jeffrey Guzy, Timothy McLellan, Trond Ringstad, Silvia Alana and Juan Carlos Dalto (representing all of the current members of the Board), which agreement will automatically renew for successive one-year terms unless either party notifies the other of its desire not to renew the agreement at least 30 days prior to the end of the then current term, or unless earlier terminated in accordance with the terms of the agreement. As compensation for serving on the Board, each director will be entitled to a $25,000 annual stock grant and for serving on a Committee of the Board, an additional $5,000 annual stock grant, both based upon the closing sales price of the common stock on the last trading day of the calendar year. Each director who serves as chairman of the Audit Committee, Compensation Committee and Nominating and Governance Committee will be entitled to an additional $15,000, $10,000 and $7,500 annual stock grant, respectively. As additional consideration for such Board service, on April 20, 2022, each director was granted a five-year option to purchase 25,000 shares of the Company’s common stock at an exercise price of $2.00 per share, which shares will vest in equal quarterly installments of 1,250 shares during the term of the option. The agreement also includes customary confidentiality provisions and one-year non-competition and non-solicitation provisions.

 

The members of the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee are Jeffrey Guzy, Chairman, and Trond Ringstad and Timothy McLellan.

 

The foregoing summary of the Director Service Agreement is not complete and is qualified in its entirety by reference to the Form of Director Service Agreement, a copy of which is filed hereto as Exhibit 10.66 and is incorporated herein by reference.

 

Item 7.01Regulation FD Disclosure.

 

On April 25, 2022, the Company issued a press release announcing the appointment of Silvia Alana and Juan Carlos Dalto as directors. The text of the press release is furnished as Exhibit 99.1 and incorporated herein by reference.

 

The information included in this Item 7.01 and in the press release attached as Exhibit 99.1 is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall any such information or exhibits be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

 

Item 9.01. Financial Statements and Exhibits

 

(d) Exhibit No.   Description
       
  10.66   Form of Director Service Agreement
  99.1   Press Release
  104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 
 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

Date: April 25, 2022 BLUE STAR FOODS CORP.
     
  By: /s/ John Keeler
   

John Keeler

    Executive Chairman and Chief Executive Officer

 

 

 

 

Exhibit 10.66

 

BLUE STAR FOODS CORP.

DIRECTOR SERVICE AGREEMENT

 

This Director Service Agreement (the “Agreement”) is made and entered into as of April 20, 2022, between Blue Star Foods Corp., a Delaware corporation (the “Company”), and _____________________, an individual (the “Director”).

 

1. SERVICES

 

A. Service on the Board of Directors. The Director shall has been selected for appointment as a director on the Company’s Board of Directors (the “Board”), commencing April 20, 2022 (the “Commencement Date”) and continuing until the earlier of the date on which Director ceases to be a member of the Board for any reason or the date of termination of this Agreement in accordance with Section V hereof.

 

B. Director Services. The Director shall serve a as a member of the Board to direct the business of the Company in accordance with the Certificate of Incorporation and Bylaws of the Company, as may be amended from time-to-time, Delaware General Corporation Law, applicable securities law, rules and regulations of Nasdaq, and all other laws, rules and regulations applicable to the Company and its business (“Governing Documents”). The Director shall devote such time and attention to the business and affairs of the Company as is necessary to perform such Director’s duties as a Director in a faithful and competent manner. Director shall further comply with all policies and codes of conduct which the Company shall determine are necessary for the proper functioning of its business. The Director shall be expected to attend Board meetings, which shall be convened, from time to time, as needed, in person or telephonically. In addition, the Board may establish committees for which it may delegate certain duties to the Director (all of the services described in this Section I(B) to be referred to, collectively, as the “Director Services”).

 

II. COMPENSATION

 

A. Expense Reimbursement. The Director shall pre-approve with the Company any expenses related to the Director Services rendered by Director on behalf of the Company (including reasonable travel, and other out-of-pocket expenses). Once approved, the Company shall reimburse the Director for all such expenses within 10 days of receipt of written evidence of such reasonably incurred expenses.

 

B. Equity Fees to Director. The Company agrees to issue the Director a pro rata annual stock grant of $25,000.00 of shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”), for each year’s service as a Director. The number of shares of Common Stock to be issued shall be based on the closing sale price on the final trading day of the calendar year and be issued to the Director within the 10 calendar days of the new calendar year.

 

C. Additional Equity Fees for Committee Chairmanships and Participation. As additional compensation for the Director’s service as a chairman of a committee of the Board, or as a member of a committee of the Board, if applicable, the Director shall receive an additional pro rata annual stock grant (a “Committee Grant”). The number of shares of Common Stock to be issued shall be based on the closing sale price on the final trading day of the calendar year and issued to the Director within the 10 calendar days of the new year.

 

1
 

 

  For service as chairman of the Audit Committee – a grant of $15,000 of Common Stock.
     
  For service as chairman of the Compensation Committee – a grant of $10,000 of Common Stock
     
  For service as chairman of the Nominating and Governance Committee – a grant of $7,500 of Common Stock.
     
  For service as a member of any of the committees above– a grant of $5,000 of Common Stock.

 

Stock Options. On the Commencement Date, the Company will grant to the Director an option to purchase 25,000 shares of Common Stock, at an exercise price of $2.00 per share. The shares of Common Stock subject to the option shall vest and become exercisable by the Director in equal quarterly installments of 1,250 shares during the Term of the option. In the event that the Director ceases to be a member of the Board prior to the end of a year of service, all unvested shares subject to the option awarded hereunder shall be forfeited. Any shares subject to the option which have vested as of the date the Director ceases to serve as a member of the Board will be forfeited unless exercised within 90 days from the date of such termination. The stock option granted to the Director shall be exercisable on a cash basis and have a five (5) year term (the “Term”).

 

D. Director and Officer Liability Insurance. The Company’s director and officer liability insurance policy shall provide Director with coverage for damages and losses incurred in connection with the Director’s lawful acts when providing Director Services.

 

III. DUTIES OF DIRECTOR

 

A. Fiduciary Duties. In providing Director Services, the Director shall have a fiduciary duty to the Company and its shareholders. Director shall be attentive and informed of all material facts regarding a decision before taking action. In addition, the Director’s actions shall be motivated solely by the best interests of the Company and its shareholders.

 

B. Confidentiality. The Director acknowledges that the Company has devoted substantial time and effort and resources to developing the Company’s business, operations and customers, and that during the course of the Director’s service on the Board, the Director will necessarily become acquainted with proprietary and confidential information relating to the Company and its business operations, including its trade secrets, processes, methods of operation and other information, which the Company regards as confidential (collectively, “Confidential Information”). The Director acknowledges and agrees that the Confidential Information is of incalculable value to the Company and that the Company would suffer damage if any of the Confidential Information was improperly disclosed.

 

2
 

 

The Director covenants and agrees that the Director will not, at any time during or after the termination of the Director’s relationship with the Company, regardless of whether termination is initiated by either the Director or the Company, reveal, divulge, or make known to any person or entity and maintain in strict confidence any Confidential Information made known to the Director or of which the Director has become aware, regardless of whether developed, prepared, devised or otherwise created in whole or in part by the efforts of the Director, except and to the extent that such disclosure is necessary to carry out the Director Services. The Director further covenants and agrees that the Director shall retain all Confidential Information in trust for the sole benefit of the Company, and will not divulge or deliver or show any Confidential Information to any other person or entity and the Director will not make use thereof in an independent business except to the extent that any such knowledge or information which is or hereafter shall become available to the public other than through disclosure by the Director.

  

C. Return of the Company Property. All papers, documents, materials or other property of the Company furnished to Director by the Company, whether delivered to Director by the Company or made by Director in the performance of Director Services under this Agreement (the “Company Property”) are the sole and exclusive property of the Company. Director agrees to promptly deliver the original and any copies of the Company Property to the Company at any time upon the Company’s request. Upon termination of this Agreement by either party for any reason, Director agrees to promptly deliver to the Company or destroy, at the Company’s option, the original and any copies of the Company Property. The Director agrees to certify in writing that the Director has so returned or destroyed all such the Company Property.

 

IV. COVENANTS OF DIRECTOR

 

A. Non-Competition. For so long as the Director is a member of the Board and for one (1) year thereafter (the “Non-Compete Period”), the Director shall not directly or indirectly, be employed by, own, manage, own, control, participate in, consult with, render services for, or in any other manner engage in any business which is competitive with the Company’s business in any market in which the Company is operating, or is considering operating at any time when the Director is serving on the Board. Nothing in this Section IV will be deemed to prohibit the Director from being a passive owner of less than 5% of the outstanding stock of a corporation engaged in a competing business as described above of any class which is publicly traded, so long as Director has no direct or indirect participation in the business of such entity.

 

B. No Conflict. The Director represents and warrants to the Company that the Director is not a party to or bound by any director, employment, noncompete or confidentiality agreement with any other person or entity or any other agreement which would conflict with, prevent or limit the Director’s ability to enter into this Agreement or perform the Directors obligations hereunder.

 

C. Noninterference with Business. During the Non-Compete Period, the Director agrees not to interfere with the business of the Company in any manner. and agrees not to solicit or assist any other person or entity to solicit, directly or indirectly, any business (other than for the Company) from any entity or person or induce, directly or indirectly, any employee, independent contractor, customer, supplier or other business relation of the Company to terminate or breach his or her employment, contractual or other relationship with the Company or in any way interfere with such relationship between such third party and the Company.

 

3
 

 

D. Mutual Non-Disparagement. The Director and the Company mutually agree to forbear from making, causing to be made, publishing, ratifying, or endorsing any disparaging remarks, derogatory statements or comments about the other party hereto. Further, the parties hereto agree to forbear from making any public or non-confidential statement with respect to any claim or complaint against either party without the mutual consent of each of them, to be given in advance of any such statement.

 

V. TERM AND TERMINATION

 

A. Term. Unless earlier terminated as set forth below, this Agreement is effective on the Commencement Date and shall continue for one year from the Commencement Date and shall automatically renew for successive one (1) year terms unless either party notifies the other party in writing within 30 days prior to the end of the then current term of its desire not to renew the Agreement. Upon each annual renewal, and in the absence of a written agreement to the contrary:

 

  1. The Director shall receive Equity Fees to Director, set forth in Section II(B), Additional Equity Fees for Committee Chairmanships and Participation, set forth in Section II(C), and Stock Options, set forth in Section II(D).
     
  2. The Director shall continue to be reimbursed for expenses as set forth in Section II(A).

 

B. Termination. This Agreement, and the Director Services provided hereunder, shall terminate:

 

  1. at any time upon thirty (30) days prior written notice by the Director of his resignation;
     
  2. upon the close of any shareholder’s meeting for the election of directors, if the Director is not re-elected to the Board by the Company’s shareholders at such meeting;
     
  3. automatically if, at any time, the Director becomes disqualified under the terms of any Governing Document; or
     
  4. upon a determination by a majority of the Board (not including the Director), that:

 

  the Director has committed a breach of any of Director’s obligations or made a material misrepresentation under this Agreement;
     
  the Director is or has become prohibited by any Governing Document, law, regulation, or rule applicable to the Company from serving as a member of the Board;
     
  the Director has become unable to provide Director Services hereunder due to physical or mental incapacity or disability as determined by the Board in its good faith judgment.;

 

4
 

 

  the Director’s repeated failure to provide Director Services as reasonably directed by the Board or the Director’s is guilty of any willful misconduct or negligence with respect to the Company or its affiliates in the discharge of the Director’s duties hereunder;
     
  the Director’s actions or omissions bring the name or reputation of the Company, or any of Company’s affiliates into public disgrace or disrepute or prejudices the business interests of the Company or any of its affiliates which includes officer/directors/subsidiaries; or
     
  the Director’s commission of a felony, or a crime involving moral turpitude, or the commission of any other act or omission involving dishonesty, disloyalty, or fraud with respect to the Company;

 

C. Notwithstanding the above, the provisions of Sections III and IV of this Agreement, will survive the termination or expiration of the Agreement.

 

VI. MISCELLANEOUS

 

A. Assignment. Neither party shall assign, delegate, or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent of the other party. Subject to the foregoing, this Agreement will be binding upon and inure to the benefit of the parties hereto and their respective heirs, legal representatives, successors, and assigns.

 

B. No Waiver. The failure of any party to insist upon the strict observance and performance of the terms of this Agreement shall not be deemed a waiver of other obligations hereunder, nor shall it be considered a future or continuing waiver of the same terms.

 

C. Notices. Any notice required or permitted by this Agreement shall be in writing and shall be delivered as follows with notice deemed given as indicated: (i) by personal delivery when delivered personally; (ii) by overnight courier upon written verification of receipt; (iii) by e-mail or facsimile transmission upon acknowledgment of receipt of electronic transmission; or (iv) by certified or registered mail, return receipt requested, upon verification of receipt. Notice shall be sent to the addresses set forth below or such other address as either party may specify in writing.

 

To the Company:

John Keeler, Chairman & CEO

3000 NW 109th Avenue, Miami, Florida 33172

E-Mail: jkeeler@bluestarfoods.com

 

To Director:

 

Email: ____________

 

5
 

 

D. Governing Law. This Agreement shall be construed in accordance with and governed in all respects by the laws of the State of Florida, without regard to conflicts of law principles thereof.

 

E. Severability. Should any provisions of this Agreement be held by a court of law to be illegal, invalid, or unenforceable, the legality, validity, and enforceability of the remaining provisions of this Agreement shall not be affected or impaired thereby.

 

F. Entire Agreement. This Agreement constitutes the entire agreement between the parties relating to the subject matter hereof and supersedes all prior or contemporaneous oral or written agreements concerning such subject matter. The terms of this Agreement will govern all Director Services undertaken by the Director for the Company. Nothing in this Agreement should be construed to interfere with or otherwise restrict in any way the rights of the Company, its Board or shareholders from removing the Director from the Board or any committee in accordance with the provisions of applicable law.

 

G. Amendments. This Agreement may only be amended, modified, or changed by an agreement signed by the Company and the Director.

 

H. Counterparts. This Agreement may be executed in two counterparts, each of which shall be deemed an original, but both of which together shall constitute one and the same instrument.

 

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

 

  BLUE STAR FOODS CORP.
     
     
  Name: John Keeler
  Title: Chairman & CEO
     
  DIRECTOR
   
     
  Name  

 

6

 

 

Exhibit 99.1

 

Blue Star Adds Two New Members to its Board of Directors

 

Miami, FL, April 25, 2022 — Blue Star Foods Corp., (NASDAQ:BSFC) (“Blue Star” or “BSFC”), an integrated Environmental, Social, and Governance (ESG) seafood company, today announced that it has added Juan Carlos Dalto and Silvia Alana were appointed to its board of directors on April 20, 2022. In doing so, the Board of Directors expands from five to seven members.

 

About Juan Carlos Dalto

 

Mr. Dalto brings over 30 years of innovative consumer goods, food and drinks experience to the Board of BSFC. Mr. Dalto currently serves as the President of Dole Sunshine Company - Dole Packaged Foods, Americas, and he previously held business development and executive positions with some of the largest and well-known nutrition and wellness companies around the world, including Danone, The Pillsbury Company, Kraft Foods, JDE and Savencia Fromage & Dairy. Mr. Dalto has a degree in Industrial Engineering from the Buenos Aires Institute of Technology - ITBA (Argentina), a Master’s Degree in Strategic Marketing from Adam Smith Open University (Argentina) and has completed executive seminars on Strategic Marketing Planning at the University of Michigan (Ann Arbor, MI, USA) and on Leadership at the London Business School (UK).

 

“We are thrilled to have someone with Juan Carlos’ tremendous experience on our board. He brings a wealth of knowledge in the consumer-packaged goods/innovative foods space, and in incorporating sustainability model into all the businesses in which he has been involved. We are fortunate to call upon him for key strategic advice as we continue to grow the Company.” said Mr. John Keeler, Chairman and CEO of Blue Star.

 

“I have watched John Keeler for many years be an innovator in the sustainable seafood industry and I am excited to join the board to help him and the other members of his team scale up what they have been doing,” said Mr. Dalto.

 

About Silvia Alana

 

Ms. Alana brings over 10 years of accounting, audit and internal controls experience to the Board of BSFC. She currently serves as the Chief Financial Officer of Blue Star. She previously held various audit and accounting roles at Brightstar Corporation, Crowe Horwath, LLP, Carnival Corporation & Plc and Pricewaterhouse Coopers, LLP. Ms. Alana graduated from Florida International University with a bachelor’s degree in accounting in 2008 and a Master of Accounting in 2009. Ms. Alana is a Certified Public Accountant.

 

With the addition of these two new board members, Blue Star believes it has satisfied the new Nasdaq rule 5605(f) which requires Nasdaq-listed companies to have, or publicly disclose why they do not have, at least two diverse directors.

 

About Blue Star Foods Corp.

 

Blue Star Foods Corp. is an integrated ESG seafood company that processes, packages and sells high-value seafood products. The Company believes it utilizes best-in-class technology, in both resource sustainability management and traceability, and ecological packaging. The Company also owns and operates the oldest continuously operating Recirculating Aquaculture System full grow-out salmon farm in North America. The company is based in Miami, Florida, and its corporate website is: www.bluestarfoods.com.

 

Forward Looking Statements

 

The foregoing material 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, each as amended. Forward-looking statements include all statements that do not relate solely to historical or current facts, including without limitation statements regarding the Company’s product development and business prospects, and can be identified by the use of words such as “may,” “will,” “expect,” “project,” “estimate,” “anticipate,” “plan,” “believe,” “potential,” “should,” “continue” or the negative versions of those words or other comparable words. Forward-looking statements are not guarantees of future actions or performance. These forward-looking statements are based on information currently available to the Company and its current plans or expectations and are subject to a number of risks and uncertainties that could significantly affect current plans. Risks concerning the Company’s business are described in detail in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, and other periodic and current reports filed with the Securities and Exchange Commission. The Company is under no obligation to, and expressly disclaims any such obligation to, update or alter its forward-looking statements, whether as a result of new information, future events or otherwise.

 

Investor Contacts:

IR@bluestarfoods.com