BSFC 10-K & 10-Q changes, risk factors and insider trading
Blue Star Foods Corp. · OTC · Prepared Fresh Or Frozen Fish & Seafoods · CIK 1730773 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
Full comparison: every changed paragraph (2)
We
sell our products in a highly competitive market. The ability of TOBC to successfully sell its salmon and the price therefor,therefore, is highly
dependent on the quality of the salmon. A number of factors can negatively affect the quality of the salmon sold, including the quality
of the broodstock, water conditions in the farm, the food and additives consumed by the fish, population levels in the tanks, and the
amount of time that it takes to bring a fish to harvest, including transportation and processing. Optimal growing conditions cannot always
be assured. Although fish grown in RAS production systems are not subject to the disease and parasite issues that can affect salmon grown
in ocean pens, there is the potential for organisms that are ubiquitous to freshwater environments to become pathogenic if the fish are
subjected to stressful conditions or there is an issue with biomass management.
Our
success mainly depends on our ability to use and develop our technology and product designs without infringing upon the intellectual
property rights of third parties. We may be subject to litigation involving claims of patent infringement or violations of other intellectual
property rights of third parties. Holders of patents and other intellectual property rights potentially relevant to our product offerings
may be unknown to us, which may make it difficult for us to acquire a license on commercially acceptable terms. There may also be technologies
licensed to us and that we rely upon that are subject to infringement or other corresponding allegations or claims by third parties which
may damage our ability to rely on such technologies. In addition, although we endeavor to ensure that companies that work with us possess
appropriate intellectual property rights or licenses, we cannot fully avoid the risks of intellectual property rights infringement created
by suppliers of components used in our products or by companies we work with in cooperative research and development activities. Our
current or potential competitors may obtain patents that will prevent, limit or interfere with our ability to make, use or sell our products.
The defense of intellectual property claims, including patent infringement suits, and related legal and administrative proceedings can
be both costly and time consuming, and may significantly divert the efforts and resources of our technical personnel and management.
These factors could effectively prevent us from pursuing some or all of our business operations and result in our customers or potential
customers deferring, cancelingcancelling or limiting their purchase or use of our products, which may have a material adverse effect on our business,
financial condition and results of operations.
Management's Discussion & Analysis (MD&A)
New heading “Indonesian Supplier Civil Claim”
New heading “Debt with Third-Party Investors”
New heading “ASU 2025-01 – Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date”
New heading “ASU 2025-05 — Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets”
New heading “ASU 2025-07 — Leases (Topic 842)”
New heading “ASU 2025-11 — Interim Reporting (Topic 270)”
New heading “ASU 2025-12 — Accounting Standards Codification Improvements”
Removed heading “Vendor Agreement”
Removed heading “NASDAQ Delisting”
Removed heading “1800 Diagonal Notes”
Removed heading “The FirstFire Note”
Removed heading “Reverse Stock Split”
Largest changes
“On May 17, 2024, the Company entered into a promissory note with FirstFire Global Opportunities Fund, LLC, a Delaware limited liability company (the “FirstFire”), pursuant to which the Company issued a promissory note in the principal amount of $240,000 with an original discount of $40,000 (the “FirstFire Note”). The FirstFire Note accrues interest at a rate of 19% per annum and has a maturity date of April 17, 2025. The proceeds from the sale of the FirstFire Note are for general corporate purposes. The FirstFire Note has mandatory monthly payments due the 17th of each month. …”see in full comparison
“The parties agreed to certain customary covenants, including those relating to confidentiality and litigation. The parties also agreed to certain mutual indemnification provisions for breaches or inaccuracies in their respective representations and warranties or covenants. There were no transactions with LT during the year ended December 31, 2024.”see in full comparison
“On April 16, 2024, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with Hart Associates, LLC, a Delaware limited liability company (the “Hart”), pursuant to which the Company issued a promissory note in the principal amount of $300,000 and will issue 10,000 shares of its common stock to Hart (the “Hart Note”). The Hart Note has a one-time interest payment of $50,000 payable on the maturity date of May 15, 2024, which was extended to August 15, 2024. The proceeds from the sale of the Hart Note are for general working capital. …”see in full comparison
“On March 10, 2026, the Company issued a convertible promissory note to a third-party investor in the principal amount of $57,500 with an original issue discount of $7,500 (the “March 2026 Convertible Note”). The note included a one-time interest payment of $7,475 paid upon issuance and has a maturity date of December 10, 2026. The proceeds from the issuance were used for general working capital purposes. Upon the occurrence of an event of default, the note accrues default interest at a rate of up to 24% of the outstanding principal balance. …”see in full comparison
“On September 16, 2025, the Company issued a convertible promissory note to a third-party investor in the principal amount of $47,059 with an original issue discount of $7,059 (the “September 16, 2025 Convertible Note”). The note bears interest at a rate of 13% and included a one-time interest payment of $6,118 paid upon issuance. The note has a maturity date of June 16, 2026. The proceeds from the issuance were used for general working capital purposes. Upon the occurrence of an event of default, the note accrues default interest at a rate of 24% of the outstanding principal balance. …”see in full comparison
“On September 18, 2025, the Company issued a convertible promissory note to a third-party investor in the principal amount of $47,059 with an original issue discount of $7,059 (the “September 18, 2025 Convertible Note”). The note bears interest at a rate of 13% and included a one-time interest payment of $6,118 paid upon issuance. The note has a maturity date of June 16, 2026. The proceeds from the issuance were used for general working capital purposes. Upon the occurrence of an event of default, the note accrues default interest at a rate of 24% of the outstanding principal balance. …”see in full comparison
Full comparison: every changed paragraph (82)
Reverse
Split
On
May 7, 2024, the Company’s board of directors approved, and on April 30, 2024, at a special meeting of the stockholders, holders
of approximately 62.9% of the Company’s voting power, approved the granting of authority to the Board to amend the Company’s
Certificate of Incorporation to effect a reverse stock split of the issued and outstanding shares of the Company’s common stock,
by a ratio of not less than 1-for-2 and not more than 1-for-50, with the exact ratio to be determined by the Board in its sole discretion.
The
Board determined to effectuate a 1:50 reverse stock split (the “Reverse Stock Split”) and on May 20, 2024 the Company amended
its Certificate of Incorporation to effect the Reverse Stock Split. All shares and per share amounts in the financial statements have
been retrospectively adjusted for all periods presented to reflect the Reverse Stock Split.
Agile
Loan
On
January 28, 2025, the Company entered into a subordinated business loan and security agreement with Agile and Agile Capital as collateral
agent, which provides for a term loan to the Company in the amount of $420,000 which principal and interest (of $176,400) and has a maturity
date of August 15, 2025. Commencing February 7, 2025, the Company is required to make weekly payments of $21,300 until the maturity date.
Vendor
Agreement
On
November 12, 2024 the Company entered into a vendor agreement with Low Tide LLC (“LT”). The term of the agreement is 180
days, with will be automatically renewed for additional successive 180 day terms unless either party gives 90 days written notice to
terminate to the other.
LT
has developed products, including but not limited to seafood, under the Wicked Tuna brand using its licensing rights from Pilgrim and
the Toby Keith brand, (collectively the “Products”). We will, with LT, promote and sell the Products.
The
Company may, at its discretion, provide funding for the inventory to fulfill a purchase order (each a “PO”) for the Products
sold, and the parties will each receive the following:
The
parties agreed to certain customary covenants, including those relating to confidentiality and litigation. The parties also agreed
to certain mutual indemnification provisions for breaches or inaccuracies in their respective representations and warranties or
covenants. There were no transactions with LT during the year ended December 31, 2024.
NASDAQ
Delisting
On
December 18, 2024, the Company received formal notice from The Nasdaq Stock Market LLC (“Nasdaq”)
that the Nasdaq Hearings Panel (the “Panel”) had determined to delist the Company’s securities from Nasdaq based upon
the Company’s violation of Listing Rule 5550(a)(2), the “Minimum Bid Price Requirement”.
As a result of the Panel’s decision, Nasdaq suspended trading in the Company’s Common Stock effectively with the open of
business on Friday, December 20, 2024.
The
Company’s Common Stock was traded on the OTC Markets’ OTC Pink Current Information tier at the end of December 2024. In February
2025, the Company was upgraded to the OTCQB tier.
On
March July4, 16, 2024,2026, the Company, through TOBC, filed a lawsuitNotice of Application in the Supreme Court of British Columbia (the “Court”)
againstin connection with a dispute with their landlords Steven Atkinson, Kathryn Atkinson and Janet Atkinson (the “Landlords”) requestingof athe declaration that
their commercial leaseproperty located
at 2904 and 29342930 Jameson Road, Nanaimo, B.C. V9R 6W86W8. datedThe Aprilapplication 1,seeks, 2022among byother things, reconsideration and betweensetting TOBCaside and their
Landlords isof a validFebruary
23, 2026 order that terminated the Company’s lease and remainsgranted inthe fulllandlords forceimmediate andpossession effect.of the property. The Company
also cannotseeks providerelief anyfrom assuranceforfeiture asand toreinstatement of the timinglease, of resolution
or outcomealternatively ofother thisinterim matter.and related relief.
The Company’s application asserts that the order was made following a hearing at which the Company did not appear and that certain relevant facts were not before the Court, including that basic rent payments had been made within the time permitted under the lease and that the parties were engaged in mediation regarding a dispute over alleged additional rent & operational contradicting views under the lease.
A hearing on the application was held on March 9, 2026. The presiding judge reserved judgment, and a decision has not yet been issued. The Company cannot predict the outcome of the proceeding or whether the requested relief will be granted.
Indonesian Supplier Civil Claim
The Company, together with its subsidiaries, has initiated legal proceedings against an Indonesian seafood supplier, in the U.S. District Court for the Southern District of Florida. The complaint alleges breach of contract, violation of the Florida Deceptive and Unfair Trade Practices Act, and unjust enrichment arising from shipments delivered in 2022. According to the complaint, certain product lots supplied were determined to be rancid and unmarketable following customer complaints and third-party laboratory testing. The Company asserts that it incurred approximately $0.250 million in direct product losses, in addition to other related costs. The Company is seeking monetary damages, including consequential damages, as well as other relief. The outcome of this matter is currently uncertain, and no assurance can be given regarding the timing or ultimate resolution.
On
January 10, 2025 a notice of civil claim filed by a former employee of TOBC., in the British Columbia Supreme Court. The claim relates
to the termination of Mr. Atkinson’s employment with TOBC in February 2024 as well as a separate claim of defamation against the
Company. A response to the civil claim was filed by the Company and TOBC. The discovery process in this matter has recently begun and
it is difficult at this stage to assess the merits of the claim and the likelihood of a favorable or unfavorable result. The Company
cannot provide any assurance as to the timing of resolution or outcome of this matter.
Gross Profit (Loss). Gross profit for the year ended December 31, 2025 is $1,170,698 as compared to gross loss of $1,288,990 for the year ended December 31, 2024. This increase is attributable to lower market prices and lower inventory reserve of $516,619 in comparison to $1,417,305 in the year ended December 31, 2024.
Gross
Profit (Loss). Gross loss for the year ended December 31, 2024 is $1,288,990 as compared to gross profit of $158,077 for the year
ended December 31, 2023. This decrease is attributable to higher market prices and higher inventory reserve in comparison to the year
ended December 31, 2023.
Gross
Profit (Loss) Margin. Gross lossprofit margin for the year ended December 31, 20242025 is 35.9%40.5% as compared to gross profitloss margin of 2.6%35.9%
for the year ended December 31, 2023.2024. This decreaseincrease is attributable to higherlower market prices and higherlower inventory reserve in comparison
to the year ended December 31, 2023.2024.
Commissions
Expenses. Commissions expenses increaseddecreased to $885 for the year ended December 31, 2025 from $4,490 for the year ended December 31, 2024 from $2,169 for the year ended December 31,
2023.2024. The increasedecrease is attributable to higherlower commissionable revenues.
Salaries
and Wages Expense. Salaries and wages decreased to $1,668,585$1,074,800 for the year ended December 31, 20242025 as compared to $1,858,004$1,132,211 for
the year ended December 31, 2023.2024. This decrease is primarily attributable to a reduction in the number of employees and the absence
of stock-based compensation expense for the year ended
December 31, 2024.2025.
DepreciationDirector
andCompensation. Amortization.Director Depreciation and amortization expensecompensation increased to $5,866$552,048 for the year end December 31, 2025 as compared to $536,374 for the year
ended December 31, 2024 as compared to
$4,521 for the year ended December 31, 2023.2024. This increase is attributable to higherstock-based depreciationcompensation dueexpense in comparison to purchase of new fixed
assets in the year ended December 31,
2024.
Other
Operating Expense. Other operating expenses increased 177% to $7,147,468 for the year ended December 31, 2024 as compared to
$2,525,661 for the year ended December 31, 2023. This increase is mainly attributable to an increase in legal and professional fees
related to our business operations, the valuation allowances recorded for advances and receivables with related parties and the $1.5 million losses sustained from the service agreement
that we entered into with Afritex Texas which expired in August 2024.
Other
Income. Other income increased to $51,926 for the year ended December 31, 2024 from $12,708 for the year ended December 31, 2023.
This increase is primarily attributable to higher collections received by Keeler & Co. from previously written off receivables.
Loss
on Conversion of Debt. Loss on conversion of debt decreased to $0 for the year ended December 31, 2024 from $977,188 for the year
ended December 31, 2023. This decrease is attributable to the decrease on conversion of principal in the Lind note.
Change
in Fair Value of Derivatives and Warrants Liabilities. Change in fair value of derivatives and warrants liabilities decreased to
a loss of $354,296 for the year ended December 31, 2024 from a gain of $2,497,088 for the year ended December 31, 2023. This decrease
is attributable to fair value measurement for the derivative liability and warrant liability as of December 31, 2024.
InterestDepreciation
Expense.and InterestAmortization. Depreciation and amortization expense increased to $2,060,718$26,988 for the year ended December 31, 20242025 as compared to $1,771,942
$5,866 for the year ended
December 31, 2023.2024. This increase is mainly attributable to thehigher amortizationdepreciation due to purchase of convertiblenew debtfixed discountassets
in alongthe withyear interestended expense
paidDecember for31, various note payables.2025.
NetOther
Loss.Operating TheExpense. CompanyOther hadoperating aexpenses netdecreased loss76.4% ofto $12,478,487$1,854,527 for the year ended December 31, 20242025 as compared to a$7,147,468
for net loss of $4,471,612 for
the year ended December 31, 2023.2024. TheThis increase in net lossdecrease is primarilymainly attributable to higher expenses recorded in 2024 that did not recur in
2025, including the valuation allowanceallowances recorded for the related
party long-term receivable, the valuation allowance for advances toand receivables with related parties, the loss within AFVFLparties and the loss$1.5 million losses sustained
from change
the service agreement that we entered into with Afritex Texas which expired in fairAugust values of derivative and warrant liabilities.2024.
Other Income. Other income increased to $890,883 for the year ended December 31, 2025 from $51,926 for the year ended December 31, 2024. This increase is primarily attributable to the recognition of funds received under the Employee Retention Tax Credit (“ERTC”) program during 2025 and the write-off of other current liabilities. The ERTC represents a refundable payroll tax credit established under the CARES Act to assist businesses that retained employees during the COVID-19 pandemic.
Loss on Settlement of Debt. Loss on settlement of debt increased to $414,082 for the year ended December 31, 2025 from $0 for the year ended December 31, 2024. This increase is attributable to the increase on conversion of principal in the Diagonal and Quick Capital notes.
Change in Fair Value of Derivatives and Warrants Liabilities. Change in fair value of derivatives and warrants liabilities increased to a gain of $49,565 for the year ended December 31, 2025 from a loss of $354,296 for the year ended December 31, 2024. This increase is attributable to fair value measurement for the derivative liability and warrant liability as of December 31, 2025.
Change in Fair Value of Convertible Notes. Change in fair value of convertible notes increased to a loss of $1,323,039 for the year ended December 31, 2025 from $0 for the year ended December 31, 2024. This increase is attributable to fair value measurement for convertible notes as of December 31, 2025.
Interest Expense. Interest expense decreased to $447,289 for the year ended December 31, 2025 as compared to $2,060,718 for the year ended December 31, 2024. This decrease is mainly attributable to the amortization of convertible debt discount along with interest expense paid for various note payables, as well as the conversion of certain outstanding convertible notes in comparison to the year ended December 31, 2024.
Net Loss. The Company had a net loss of $3,582,512 for the year ended December 31, 2025 as compared to a net loss of $12,478,487 for the year ended December 31, 2024. The decrease in net loss is primarily attributable higher expenses recorded in 2024 that did not recur in 2025, including the valuation allowance recorded for the related party long-term receivable, the valuation allowance for advances to related parties, the loss within AFVFL and the loss from change in fair values of derivative and warrant liabilities.
The
Company had cash of $326,854$14,436 as of December 31, 2024.2025. At December 31, 2024,2025, the Company had a working capital deficit of $411,225,$2,528,067,
as as
compared to a working capital surplusdeficit of $899,215 at December 31, 2023, including $165,620 in stockholder loans. The Company’s
primary sources of liquidity consisted of inventory of $447,760 and accounts receivable of $349,641$411,225 at December 31, 2024. The Company’s primary sources of liquidity
consisted of inventory of $404,979 and accounts receivable of $55,091 at December 31, 2025. The decrease
in working capital was due
primarily to decreases of inventory of $2,160,761$42,781 and accounts receivable of $184,554$294,550 netted against the decreases
change in thefair stockholdervalue loansof
convertible notes of $165,620$1,273,474 and increase of short-termaccrued debtcompensation offor $472,760.$480,000.
Cash
(Used in) Operating Activities. Cash used in operating activities during the year ended December 31, 20242025 was $6,195,893$674,560 as compared
to cash used in operating activities of $3,530,662$6,195,893 for the year ended December 31, 2023,2024, representing ana increasedecrease of $2,665,231.$5,521,332. The
increasedecrease is primarily attributable to aan decreaseincrease in inventory of $1,104,175$24,012 netted against the decreasesincreases in customer refunds of $323,051,$76,177,
accounts receivable netted against other current assets of $488,612 and$863,593, increase in payables netted against allowance for advances to
affiliated suppliers of $2,059,616$130,056, decrease in inventory obsolescence of $2,141,991, and increase in loss of revaluation of fair value of convertible
notes of $1,323,039 for the year ended December 31, 2024.2025.
Cash
Provided by Financing Activities. Cash provided by financing activities for the year ended December 31, 20242025 was $6,417,872$443,334 as compared
to cash provided by financing activities of $3,676,355$6,417,872 for the year ended December 31, 2023.2024. This increasedecrease is mainly attributable to
proceeds from common stock offerings and proceeds from short-term loans.
Debt with Third-Party Investors
On August 3, 2024, the Company and Lind entered into a waiver and acknowledgement agreement (the “Waiver Agreement”). Under the Waiver Agreement, the Company and Lind acknowledged that the amounts owing under the convertible promissory note totalled $355,500 as of the date of the agreement.
As of December 31, 2025, the remaining outstanding balance under the Waiver Agreement was $55,500.
On August 3, 2024 the Company and Lind entered into a waiver and acknowledgement
agreement.
The Company and Lind previously entered into that certain Securities Purchase
Agreement, dated as of May 20, 2023, as amended on July 27, 2023 pursuant to which the Company issued Lind a senior convertible promissory
note in the principal amount of $300,000. Each of the Company and Lind acknowledge that the amounts owing under the convertible promissory
note as of the filing of the Waiver Agreement is equal to $355,500.
During the year ended December 31, 2024, the Company made aggregate principal payments on the Lind Note of $1,500,000
through the issuance of an aggregate of 1,891,622 shares of common stock. As of December 31, 2024, the outstanding balance on the Lind
Note was $55,500, net of debt discount of $27,656.
Agile
Loan
On March 1, 2024, the Company, through its subsidiary Keeler & Co. (“Borrowers”)
entered into a subordinated business loan and security agreement with Agile and Agile Capital as collateral agent, which provides for
a term loan to the Company in the amount of $210,000 which principal and interest (of $79,800) is due on August 29, 2024. Commencing March
7, 2024, the Company is required to make weekly payments of $11,146 until the due date. The loan may be prepaid subject to a prepayment
fee. An administrative agent fee of $10,000 was paid on the loan which was recognized as a debt discount and amortized over the term of
the loan. In connection with the loan, Agile was issued a subordinated secured promissory note, dated March 1, 2024, in the principal
amount of $210,000 which note is secured by all of the Borrowers’ assets, including receivables.
On May 9, 2024, the Borrowers
entered into a subordinated business loan and security agreement with Agile and Agile Capital as collateral agent, which provides for
a term loan to the Company in the amount of $210,000 which principal and interest (of $84,000) is due on November 22, 2024. Commencing
May 17, 2024, the Company is required to make weekly payments of $10,500 until the due date. The loan may be prepaid subject to a prepayment
fee. An administrative agent fee of $10,000 was paid on the loan which was recognized as a debt discount and amortized over the term of
the loan. In connection with the loan, Agile was issued a subordinated secured promissory note, dated May 9, 2024, in the principal amount
of $210,000 which note is secured by all of the Borrowers’ assets, including receivables.
On July 25, 2024, the Borrowers entered into a subordinated business loan
and security agreement with Agile and Agile Capital as collateral agent, which provides for a term loan to the Company in the amount of
$210,000 which principal and interest (of $84,000) is due on January 31, 2025. Commencing August 2, 2024, the Company is required to make
weekly payments of $10,889 until the due date. The loan may be prepaid subject to a prepayment fee. An administrative agent fee of $10,000
was paid on the loan which was recognized as a debt discount and amortized over the term of the loan. In connection with the loan, Agile
was issued a subordinated secured promissory note, dated July 25, 2024, in the principal amount of $210,000 which note is secured by all
of the Borrowers’ assets, including receivables.
On
January 28, 2025, the Company entered into a subordinated
business loan and security agreement with Agilea third-party lender and Agilecollateral
agent Capital as collateral agent, which providesproviding for a term loan toin the Company in
theprincipal amount of $420,000$420,000, whichwith total repayment of principal and interest (of $176,400)$596,400 and has a
maturity date of August 15, 2025. Commencing February 7, 2025,
the Company is required to make weekly payments of $21,300 until the maturity
date. The loan may be prepaid subject to a prepayment fee.
Administrative In connection with the loan, the Company paid an administrative agent fee
of $20,000 was paid on the loan$20,000, which was recognizedrecorded as a debt discount and is being amortized over the term of the loan.
In connectionThe withloan theis loan,evidenced Agile was issuedby a subordinated
secured promissory note,note dated January 28, 2025,2025 in the principal amount
of $420,000 which noteand is secured by substantially all of the Borrowers’Company’s assets, including receivables.
1800 Diagonal Notes
On April 16, 2024, pursuant to a securities
purchase agreement, the Company issued to 1800 Diagonal Lending LLC, a Virginia limited liability company (“Diagonal”) a
convertible promissory note in the principal amount of $138,000 with an original issue discount of $23,000 (the “April
Diagonal Note”). The April Diagonal Note has a one-time interest payment of $26,220 paid upon issuance and a maturity date of
January 15, 2025. The proceeds from the sale of the April Diagonal Note are for general working capital. Upon the occurrence of an
event of default as described in the April Diagonal Note, the note will become immediately due and payable at a default interest
rate of 22% of the then outstanding principal amount of the note. Additionally, Diagonal will have the right to convert all or any part of the outstanding and unpaid amount of the
note into shares of the Company’s common stock at a conversion price of 61% of the market price as described in the First Diagonal
Note. The Company may not, without Diagonal’s written consent, sell, lease, or otherwise dispose of any significant portion of its
assets except in the ordinary course of business. The Company will reserve a sufficient number of shares to provide for the issuance of
shares upon the full conversion of the First Diagonal Note. During the year ended December 31, 2024, the Company made principal payments
on the loan totaling $138,000 and interest payments of $26,220. The outstanding balance on the loan was $0 as of December 31, 2024.
On
September 9, 2024, pursuant to a securities
purchase agreement, the Company issued a convertible promissory note to a third-party investor in the principal amount of $179,400 with
an original issue
discount of $23,400 (the “September Diagonal2024 Convertible Note”). The Septembernote Diagonal Note hasincluded a one-time interest payment
of of
$23,322 paid upon issuance and had a maturity date of June 15, 2025. The proceeds from the Septemberissuance Diagonalwere Note areused for general working
workingcapital capital.purposes. Upon the occurrence of an event of default as described in the September Diagonal Note, theThe note will become
immediately due and payable at a default interest rate of 22% of the then outstanding principal amount of the note. The September
Diagonal Note hasrequired an initial payment of $131,769 due on March 15, 2025, withfollowed by monthly payments of $23,651 due
on the 15th of every
each month thereafter untilthrough June 15, 2025. Upon the occurrence of an event of default, the note accrues default interest
at a rate of 22% of the outstanding principal balance.
On
October 1, 2024, pursuant to a securities purchase
agreement, the Company issued to Diagonal a convertible promissory note to a third-party investor in the principal amount of $121,900 with
an original issue discount
of $15,900 (the “October Diagonal2024 Convertible Note”). The Octobernote Diagonal Note hasincluded a one-time interest payment
of $14,628 paid upon issuance
and had a maturity date of June 30, 2025. The proceeds from the saleissuance ofwere the October Diagonal Note areused for general working
capital capital.purposes. Upon the
occurrence of an event of default as described in the October Diagonal Note, theThe note will become immediately due and payable at a default
interest rate of 22% of the then outstanding principal amount of the note. The October Diagonal Note hasrequires mandatory monthly payments of
$15,170 beginning on October 30, 2024, and duecontinuing on the 30th of every
each month thereafter untilthrough February 28, 2025. Upon the occurrence of an event of default, the note accrues default interest at a rate
of 22% of the outstanding principal balance.
On
December 16, 2024, pursuant to a securities purchase
agreement, the Company issued to Diagonal a convertible promissory note to a third-party investor in the principal amount of $90,850 with
an original issue discount
of $11,850 (the “December Diagonal2024 Convertible Note”). The Decembernote Diagonal Note hasincluded a one-time interest payment
of $10,902 paid upon
issuance and had a maturity date of September 15, 2025. UponThe proceeds from the occurrenceissuance ofwere anused eventfor ofgeneral defaultworking
capital aspurposes. described in the December Diagonal Note,
theThe note will become immediately due and payable at a default interest rate of 22% of the then outstanding principal amount of the note.
The December Diagonal Note hasrequires mandatory monthly payments of $11,306 beginning on January 15, 2025, and duecontinuing on the 15th of every
each month
thereafter untilthrough September 15, 2025. Upon the occurrence of an event of default, the note accrues default interest at a
rate of 22% of the outstanding principal balance.
On
January 28, 2025, pursuant to a securities purchase agreement, the Company issued to Diagonal a convertible promissory note to a third-party investor in
the principal amount of $149,650 with
an original issue discount of $19,650 (the “January Diagonal2025 Convertible Note”). The Januarynote Diagonal
Note hasincluded a one-time interest payment
of $19,454 paid upon issuance and had a maturity date of October 30, 2025. The proceeds from the issuance were used for general working
capital purposes. The note required an initial payment of $109,918 due on July 30, 2025, followed by monthly payments of $19,728 due
on the 30th of each month thereafter through October 30, 2025. Upon the occurrence of an
event of default as described in the January Diagonal Note,default, the note willaccrues becomedefault immediately due and payable interest
at a defaultrate interest rate
of 22% of the then outstanding principal amount of the note. The January Diagonal Note has an initial payment of $109,918 due on July
30, 2025, with monthly payments of $19,728 due on the 30th of every month thereafter until October 30, 2025.balance.
On August 25, 2025, the Company issued a convertible promissory note to a third-party investor in the principal amount of $169,500 with an original issue discount of $25,425 (the “August 2025 Convertible Note”). The note included a one-time interest payment of $22,035 paid upon issuance and has a maturity date of August 25, 2026. The proceeds from the issuance were used for general working capital purposes. The note requires an initial payment of $95,768 due on February 25, 2026, followed by monthly payments of $15,961 due on the 25th of each month thereafter through August 25, 2026. Upon the occurrence of an event of default, the note accrues default interest at a rate of 22% of the outstanding principal balance.
On December 5, 2025, the Company issued a convertible promissory note to a third-party investor in the principal amount of $73,025 with an original issue discount of $9,525 (the “December 2025 Convertible Note”). The note included a one-time interest payment of $9,493 paid upon issuance and has a maturity date of December 5, 2026. The proceeds from the issuance were used for general working capital purposes. Upon the occurrence of an event of default, the note accrues default interest at a rate of 22% of the outstanding principal balance. The holder may convert all or any portion of the outstanding balance of the note into shares of the Company’s common stock at a conversion price equal to 75% of the market price, as defined in the note.
On September 16, 2025, the Company issued a convertible promissory note to a third-party investor in the principal amount of $47,059 with an original issue discount of $7,059 (the “September 16, 2025 Convertible Note”). The note bears interest at a rate of 13% and included a one-time interest payment of $6,118 paid upon issuance. The note has a maturity date of June 16, 2026. The proceeds from the issuance were used for general working capital purposes. Upon the occurrence of an event of default, the note accrues default interest at a rate of 24% of the outstanding principal balance. The holder may convert all or any portion of the outstanding balance of the note into shares of the Company’s common stock at a conversion price equal to 65% of the market price, as defined in the note.
What changed in the latest 10-Q
Risk Factors
We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information under this item.
No wording changes found in this section.
Full comparison: every changed paragraph (0)
Management's Discussion & Analysis (MD&A)
New heading “Six months ended June 30, 2026 and 2025”
Largest changes
“Cost of Goods Sold. Cost of goods sold for the six months ended June 30, 2026 decreased to $476,864 as compared to $1,788,764 for the six months ended June 30, 2025. This decrease is attributable to the decrease in poundage sold in the cost of goods and the adjustment to inventory allowance during the six months ended June 30, 2026 compared to the six months ended June 30,2025.”see in full comparison
“Change in Fair Value of Derivatives and Warrants Liabilities. Change in fair value of derivatives and warrants liabilities decreased to $0 for the three months ended March 31, 2026 from $14,090 for the three months ended March 31, 2025. This decrease is attributable to the fair value measurement for the derivative liability for the three months ended March 31, 2026.”see in full comparison
“Change in Fair Value of Derivatives and Warrants Liabilities. Change in fair value of derivatives and warrants liabilities decreased to $0 for the three months ended June 30, 2026 from $15,846 for the three months ended June 30, 2025. This decrease is attributable to the fair value measurement for the derivative liability for the three months ended June 30, 2026.”see in full comparison
“Change in Fair Value of Derivatives and Warrants Liabilities. Change in fair value of derivatives and warrants liabilities decreased to $0 for the six months ended June 30, 2026 from $29,936 for the six months ended June 30, 2025. This decrease is attributable to the fair value measurement for the derivative liability for the six months ended June 30, 2026.”see in full comparison
“Other Income. Other income increased for the three months ended June 30, 2026 to $52,662 from an expense balance of $1,866 for the three months ended June 30, 2025. This increase is mainly attributable to the recognition of funds received under the Employee Retention Tax Credit (“ERTC”) program during the three months ended June 30, 2026.”see in full comparison
Full comparison: every changed paragraph (53)
Three
months ended MarchJune 31,30, 2026 and 2025
Net
Revenue. Revenue for the three months ended MarchJune 31,30, 2026 decreased 74.0%54.6% to $250,259$532,417 as compared to $960,758$1,172,340 for the three months
ended MarchJune 31,30, 2025 as a result of a decrease in poundage sold during the three months ended MarchJune 31,30, 2026.
Cost
of Goods Sold. Cost of goods sold for the three months ended MarchJune 31,30, 2026 decreased to $241,512$235,352 as compared to $869,114$919,650 for the
three months ended MarchJune 31,30, 2025. This decrease is attributable to the decrease in poundage sold in the cost of goods and the adjustment
to inventory allowance during the three months ended MarchJune 31,30, 2026 compared to the three months ended MarchJune 31,2025.30,2025.
Gross
Profit. Gross profit for the three months ended MarchJune 31,30, 2026 decreasedincreased to $8,747$297,065 as compared to $91,644$252,690 in the three months MarchJune
31,30, 2025. This decreaseincrease is due to the adjustmentdecrease toin inventorycost allowanceof recordedgoods duringsold exceeded the decrease in revenue, resulting in an improvement in
gross margin for the three months ended MarchJune 31,30, 2026 compared
to the three months ended MarchJune 31,30, 2025.
SalariesCommissions.
and Wages Expense. Salaries and wagesCommissions expense decreased to $182,877$0 for the three months ended MarchJune 31,30, 2026 as compared to $270,284
$460 for the three months ended MarchJune 31, 30,
2025. This decrease is mainly attributable to ano reductioncommissionable in the number of employeessales as of March
31,June 30, 2026.
Director
Compensation. Director compensation was $138,012 for the three months end March 31, 2026 and 2025, resulting in no change compared
to the prior-year period.
Depreciation
and Amortization. Depreciation and amortization expense was $6,386 for the three months ended March 31, 2026 and 2025, resulting
in no change compared to the prior-year period..
OtherSalaries
Operatingand Wages Expense. OtherSalaries operatingand wages expense decreased to $201,565$184,948 for the three months ended MarchJune 31,30, 2026 fromas $648,483compared to $333,226
for the
three months ended MarchJune 31,30, 2025. This decrease is mainly attributable to legala andreduction professionalin expensesthe relatednumber toof ouremployees businessas operations.of June 30,
2026.
Director Compensation. Director compensation was $138,012 for the three months end June 30, 2026 and 2025, resulting in no change compared to the prior-year period.
Other
Income. Other income decreased for the three months ended March 31, 2026 to $1,280 from $6,615 for the three months ended March 31,
2025. This decrease is mainly attributable to other non-operating income recognized during the three months ended March 31, 2025.
Change
in Fair Value of Derivatives and Warrants Liabilities. Change in fair value of derivatives and warrants liabilities decreased to
$0 for the three months ended March 31, 2026 from $14,090 for the three months ended March 31, 2025. This decrease is attributable to
the fair value measurement for the derivative liability for the three months ended March 31, 2026.
Change
in Fair Value of Convertible Notes. Change in fair value of convertible notes increased to a loss of $136,729 for the three months
ended March 31, 2026 from $0 for the three months ended March 31, 2025. This increase is attributable to fair value measurement for convertible
notes as of March 31, 2026.
Loss
on Settlement of Debt. Loss on settlement of debt increased to $47,241 for the three months ended March 31, 2026 from $41,066 for
the three months ended March 31, 2025. The increase is attributable to convertible note payments during the three months ended March
31, 2026.
Interest
Expense. Interest expense decreased to $32,530 for the three months ended March 31, 2026 from $208,048 for the three months ended
March 31, 2025. The decrease is attributable to the decrease in amortization of debt discount and interest paid and accrued on the notes.
NetDepreciation
Loss.and NetAmortization. lossDepreciation and amortization expense was $735,313$6,385 for the three months ended MarchJune 31,30, 2026 and as compared to $1,199,930 $6,932
for the three months ended March
31,June 30, 2025. TheThis decrease in net loss is primarilymainly attributable to the changeforeign inexchange fair value of derivative and warrant liabilities andon the
interest expense.depreciation for TOBC.
Other Operating Expense. Other operating expense decreased to $122,289 for the three months ended June 30, 2026 from $267,935 for the three months ended June 30, 2025. This decrease is mainly attributable to legal and professional expenses related to our business operations.
Other Income. Other income increased for the three months ended June 30, 2026 to $52,662 from an expense balance of $1,866 for the three months ended June 30, 2025. This increase is mainly attributable to the recognition of funds received under the Employee Retention Tax Credit (“ERTC”) program during the three months ended June 30, 2026.
Change in Fair Value of Derivatives and Warrants Liabilities. Change in fair value of derivatives and warrants liabilities decreased to $0 for the three months ended June 30, 2026 from $15,846 for the three months ended June 30, 2025. This decrease is attributable to the fair value measurement for the derivative liability for the three months ended June 30, 2026.
Change in Fair Value of Convertible Notes. Change in fair value of convertible notes increased to a loss of $57,651 for the three months ended June 30, 2026 from $0 for the three months ended June 30, 2025. This increase is attributable to fair value measurement for convertible notes as of June 30, 2026.
Loss on Settlement of Debt. Loss on settlement of debt was $0 for the three months ended June 30, 2026 and 2025, resulting in no change compared to the prior-year period.
Interest Expense. Interest expense decreased to $20,869 for the three months ended June 30, 2026 from $171,923 for the three months ended June 30, 2025. The decrease is attributable to the decrease in amortization of debt discount and interest paid and accrued on the notes.
Net Loss. Net loss was $65,125 for the three months ended June 30, 2026 as compared to $651,818 for the three months ended June 30, 2025. The decrease in net loss is primarily attributable to the change in fair value of derivative and warrant liabilities and the interest expense.
Six months ended June 30, 2026 and 2025
Net Revenue. Revenue for the six months ended June 30, 2026 decreased 63.3% to $782,676 as compared to $2,133,098 for the six months ended June 30, 2025 as a result of a decrease in poundage sold during the six months ended June 30, 2026.
Cost of Goods Sold. Cost of goods sold for the six months ended June 30, 2026 decreased to $476,864 as compared to $1,788,764 for the six months ended June 30, 2025. This decrease is attributable to the decrease in poundage sold in the cost of goods and the adjustment to inventory allowance during the six months ended June 30, 2026 compared to the six months ended June 30,2025.
Gross Profit. Gross profit for the six months ended June 30, 2026 decreased to $305,812 as compared to $344,334 in the six months June 30, 2025. This decrease is due to the adjustment to inventory allowance recorded during the six months ended June 30, 2026 compared to the six months ended June 30, 2025.
Commissions. Commissions expense decreased to $0 for the six months ended June 30, 2026 as compared to $460 for the six months ended June 30, 2025. This decrease is mainly attributable to no commissionable sales as of June 30, 2026.
Salaries and Wages Expense. Salaries and wages expense decreased to $367,825 for the six months ended June 30, 2026 as compared to $603,510 for the six months ended June 30, 2025. This decrease is mainly attributable to a reduction in the number of employees as of June 30, 2026.
Director Compensation. Director compensation was $276,024 for the six months ended June 30, 2026 and 2025, resulting in no change compared to the prior-year period.
Depreciation and Amortization. Depreciation and amortization expense was $12,771 for the six months ended June 30, 2026 and as compared to $13,318 for the six months ended June 30, 2025. This decrease is mainly attributable to the foreign exchange on the depreciation for TOBC.
Other Operating Expense. Other operating expense decreased to $323,854 for the six months ended June 30, 2026 from $916,418 for the six months ended June 30, 2025. This decrease is mainly attributable to legal and professional expenses related to our business operations.
Other Income. Other income increased for the six months ended June 30, 2026 to $53,942 from $4,749 for the six months ended June 30, 2025. This increase is mainly attributable to the recognition of funds received under the Employee Retention Tax Credit (“ERTC”) program during the six months ended June 30, 2026.
Change in Fair Value of Derivatives and Warrants Liabilities. Change in fair value of derivatives and warrants liabilities decreased to $0 for the six months ended June 30, 2026 from $29,936 for the six months ended June 30, 2025. This decrease is attributable to the fair value measurement for the derivative liability for the six months ended June 30, 2026.
Change in Fair Value of Convertible Notes. Change in fair value of convertible notes increased to a loss of $79,078 for the six months ended June 30, 2026 from $0 for the six months ended June 30, 2025. This increase is attributable to fair value measurement for convertible notes as of June 30, 2026.
Loss on Settlement of Debt. Loss on settlement of debt increased to $47,241 for the six months ended June 30, 2026 and 2025 from $41,066 for the six months ended June 30, 2025, resulting in no change compared to the prior-year period.
Interest Expense. Interest expense decreased to $53,399 for the six months ended June 30, 2026 from $379,971 for the six months ended June 30, 2025. The decrease is attributable to the decrease in amortization of debt discount and interest paid and accrued on the notes.
Net Loss. Net loss was $800,438 for the six months ended June 30, 2026 as compared to $1,851,748 for the six months ended June 30, 2025. The decrease in net loss is primarily attributable to the change in fair value of derivative and warrant liabilities and the interest expense.
The
Company had cash of $16,948$11,119 as of MarchJune 31,30, 2026. At MarchJune 31,30, 2026, the Company had a working capital deficit of $3,134,850$3,136,801 and the Company’s
Company’s primary sources of liquidity consisted of inventory of $355,572$393,185 and accounts receivable of $93,425.$31,561.
Cash
(Used in) Operating Activities. Cash used in operating activities during the threesix months ended MarchJune 31,30, 2026 was $48,670$95,945 as compared
compared to cash used in operating activities of $392,550$188,245 for the threesix months ended MarchJune 31,30, 2025. The decrease is primarily
attributable to decrease
in inventory of $88,842$10,369 and decrease in other current assets of $154,411,$511,467, offset by the increase in
receivable of $58,424$7,445 and decrease
in payables and accruals of $223,037$259,082 for the threesix months ended MarchJune 31,30, 2026 compared with the
three six months ended MarchJune 31,30, 2025.
Cash
(Used in) Investing Activities. Cash used in investing activities for the threesix months ended MarchJune 31,30, 2026 was $0 as compared
to cash
used in investing activities of $9,914 for the threesix months ended MarchJune 31,30, 2025. The decrease was mainly attributable to no purchases of
fixed assets for the threesix months ended MarchJune 31,30, 2026 compared to the purchases of fixed assets for the threesix months
ended MarchJune 31,30, 2025.
Cash
Provided by Financing Activities. Cash provided by financing activities for the threesix months ended MarchJune 31,30, 2026 was $70,455$55,318 as compared
compared to cash provided by financing activities of $80,167$9,162 for the threesix months ended MarchJune 31,30, 2025. The decrease is mainly attributable
due to
the decreased repayments of short-term loans and less proceeds from short-term loan during the threesix months ended MarchJune 31,30, 2026.
During
the threesix months ended MarchJune 31,30, 2026, there were no payments to the note principal. As of MarchJune 31,30, 2026 and December 31, 2025, the outstanding
outstanding balance on the notes was $55,500.
On
January 28, 2025, the Company entered into a subordinated business loan and security agreement with a third-party lender and collateral
agent providing for a term loan in the principal amount of $420,000, with total repayment of principal and interest of $596,400 and a
maturity date of August 15, 2025. Commencing February 7, 2025, the Company is required to make weekly payments of $21,300 until the maturity
date. The loan may be prepaid subject to a prepayment fee. In connection with the loan, the Company paid an administrative agent fee
of $20,000, which was recorded as a debt discount and is being amortized over the term of the loan. For the threesix months ended MarchJune 30,
31, 2026, the Company made no principal and interest payments. The outstanding balance on the loan was $266,000 as of MarchJune 31,30, 2026.
On
January 28, 2025, the Company issued a convertible promissory note to a third-party investor in the principal amount of $149,650 with
an original issue discount of $19,650 (the “January 2025 Convertible Note”). The January 2025 Convertible Note has an interest
rate of 13% with a one-time interest payment of $19,454 paid upon issuance and a maturity date of October 30, 2025. The proceeds from
the issuance were used for general working capital purposes. Upon the occurrence of an event of default as described in the January 2025
Convertible Note, the note will become immediately due and payable at a default interest rate of 22% of the then outstanding principal
amount of the note. Additionally, the third-party investor will have the right to convert all or any part of the outstanding and unpaid
amount of the January 2025 Convertible Note into shares of the Company’s common stock at a conversion price of 75% of the market
price as described in the note. The Company may not, without written consent, sell, lease, or otherwise dispose of any significant portion
of its assets except in the ordinary course of business. The Company will reserve a sufficient number of shares to provide for the issuance
of shares upon the full conversion of the January 2025 Convertible Note. For the threesix months ended MarchJune 31,30, 2026, the Company made principal
principal payments on the loan totaling $6,860 and no interest payments. The outstanding balance of on the loan was $53,312 as of March
31,June 30, 2026.
On
August 25, 2025, the Company issued a convertible promissory note to a third-party investor in the principal amount of $169,500 with
an original issue discount of $25,425 (the “August 2025 Convertible Note”). The August Convertible Note has an interest
rate rate
of 13% with a one-time interest payment of $22,035 paid upon issuance and a maturity date of August 25, 2026. The proceeds from
the issuance
were used for general working capital purposes. Upon the occurrence of an event of default as described in the August
Convertible Note,
the note will become immediately due and payable at a default interest rate of 22% of the then outstanding
principal amount of the note.
Additionally, the third-party investor will have the right to convert all or any part of the
outstanding and unpaid amount of the August
Convertible Note into shares of the Company’s common stock at a conversion price
of 75% of the market price as described in the
note. The Company will reserve a sufficient number of shares to provide for the
issuance of shares upon the full conversion of the August
Convertible Note. For the threesix months ended MarchJune 31,30, 2026, the Company made no
principal payments of $0 and interest payments of $8,628.
The outstanding balance of on the note was $169,500 as of MarchJune 31,30, 2026.
Interest expense related to the loan $14,137 for the threesix months
ended MarchJune 31,30, 2026.
On
December 5, 2025, the Company issued a convertible promissory note to a third-party investor in the principal amount of $73,025 with
an original issue discount of $9,525 (the “December 2025 Convertible Note”). The December 2025 Convertible Note has an interest
rate of 13% with a one-time interest payment of $9,493 paid upon issuance and a maturity date of December 5, 2026. The proceeds from
the issuance were used for general working capital purposes. Upon the occurrence of an event of default as described in the December
2025 Convertible Note, the note will become immediately due and payable at a default interest rate of 22% of the then outstanding principal
amount of the note. Additionally, the third-party investor will have the right to convert all or any part of the outstanding and unpaid
amount of the December 2025 Convertible Note into shares of the Company’s common stock at a conversion price of 75% of the market
price as described in the note. The Company will reserve a sufficient number of shares to provide for the issuance of shares upon the
full conversion of the December 2025 Convertible Note. For the threesix months ended MarchJune 31,30, 2026, the Company made no principal and interest
payments on the note. The outstanding balance of on the note was $73,025 as of MarchJune 31,30, 2026.
On
September 16, 2025, the Company issued a convertible promissory note to a third-party investor in the principal amount of $47,059 with
an original issue discount of $7,059 (the “September 16, 2025 Convertible Note”). The September 16, 2025 Convertible Note
has an interest rate of 13% with a one-time interest payment of $6,118 paid upon issuance and a maturity date of June 16, 2026. The proceeds
from the issuance were used for general working capital purposes. Upon the occurrence of an event of default as described in the September
16, 2025 Convertible Note, the note will become immediately due and payable at a default interest rate of 24% of the then outstanding
principal amount of the note. Additionally, the third-party investor will have the right to convert all or any part of the outstanding
and unpaid amount of the September 16, 2025 Convertible Note into shares of the Company’s common stock at a conversion price of
65% of the market price as described in the note. The Company will reserve a sufficient number of shares to provide for the issuance
of shares upon the full conversion of the September 16, 2025 Convertible Note. For the threesix months ended MarchJune 31,30, 2026, the Company made
made no principal and interest payments on the note. The outstanding balance on the note was $47,059. Interest expense related to the loan
loan $2,039$4,078 for the threesix months ended MarchJune 31,30, 2026.
On
November 13, 2025, the Company issued a convertible promissory note to a third-party investor in the principal amount of $40,000 with
an original issue discount of $6,000 (the “November 2025 Convertible Note”). The November 2025 Convertible Note has an interest
rate of 13% with a one-time interest payment of $5,200 paid upon issuance and a maturity date of August 13, 2026. The proceeds from the
issuance were used for general working capital purposes. Upon the occurrence of an event of default as described in the November 2025
Convertible Note, the note will become immediately due and payable at a default interest rate of 24% of the then outstanding principal
amount of the note. Additionally, the third-party investor will have the right to convert all or any part of the outstanding and unpaid
amount of the November 2025 Convertible Note into shares of the Company’s common stock at a conversion price of 65% of the market
price as described in the note. The Company will reserve a sufficient number of shares to provide for the issuance of shares upon the
full conversion of the November 2025 Convertible Note. For the threesix months ended MarchJune 31,30, 2026, the Company made no principal and interest
payments on the note. The outstanding balance on the note was $40,000. Interest expense related to the loan $1,733$3,466 for the threesix months
ended MarchJune 31,30, 2026.
On
September 18, 2025, the Company issued a convertible promissory note to a third-party investor in the principal amount of $47,059 with
an original issue discount of $7,059 (the “September 18, 2025 Convertible Note”). The September 18, 2025 Convertible Note
has an interest rate of 13% with a one-time interest payment of $6,118 paid upon issuance and a maturity date of June 16, 2026. The proceeds
from the issuance were used for general working capital purposes. Upon the occurrence of an event of default as described in the September
18, 2025 Convertible Note, the note will become immediately due and payable at a default interest rate of 24% of the then outstanding
principal amount of the note. Additionally, the third-party investor will have the right to convert all or any part of the outstanding
and unpaid amount of the September 18, 2025 Convertible Note into shares of the Company’s common stock at a conversion price of
65% of the market price as described in the note. The Company will reserve a sufficient number of shares to provide for the issuance
of shares upon the full conversion of the September 18, 2025 Convertible Note. For the threesix months ended MarchJune 31,30, 2026, the Company made
made no principal and interest payments on the note. The outstanding balance on the note was $47,059. Interest expense related to the loan
loan $2,039$4,078 for the threesix months ended MarchJune 31,30, 2026.
On
March 10, 2026, the Company issued a convertible promissory note to a third-party investor in the principal amount of $57,500 (the “March
2026 Convertible Note”). The note was issued with an original issue discount of $7,500, resulting in net proceeds to the Company
of $50,000. The note includes a one-time interest charge of $7,475 and has a maturity date of December 10, 2026. Upon the occurrence
of an event of default, the note accrues interest at a rate of up to 24% per annum on the outstanding principal balance. The note may
be prepaid in accordance with its terms and may also be convertible into shares of the Company’s common stock, subject to the provisions
of the note agreement. For the threesix months ended MarchJune 31,30, 2026, the Company made no principal and interest payments on the note. The outstanding
outstanding balance on the note was $57,500. Interest expense related to the loan $2,491 for the six months ended June 30, 2026.
During
the threesix months ended MarchJune 31,30, 2026, the Company made aggregate principal payments on the Private Placement Notes of $29,242 of which
was paid through the issuance of an aggregate of 43,152,282 shares of common stock. The outstanding balance on the loan was $33,006 as
of MarchJune 31,30, 2026.
On
October 29, 2025, the Company entered into a promissory note agreement with an unaffiliated third-party lender for aggregate principal
of $50,000. The note bears interest at a rate of 32% per annum and matures on July 29, 2026. The proceeds are for general working capital.
Upon the occurrence of an event of default as described in the note, the note will become immediately due and payable at a default interest
rate of 25% of the then outstanding principal amount of the note. For the threesix months ended MarchJune 31,30, 2026, the Company made principal
payments of $500$10,464 and no interest payments.payments of $3,728. The outstanding balance on the note was $41,419$31,454 as of MarchJune 31,30, 2026.
On
December 7, 2024, the Company
entered into a financing loan in connection with the purchase of a company vehicle. The loan has a principal
amount of $69,299, bears
interest at an annual rate of 9.34%, and is repayable in monthly installments of $1,450, including principal
and interest, over a term
of 60 months. For the threesix months ended MarchJune 31,30, 2026, the Company made no principal payments of $7,701 on the
loan and interest payments of
$1,222. $2,449. The outstanding balance on the loan was $56,185$48,484 as of MarchJune 31,30, 2026.
BSFC insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 0 Form 4 filings and open-market sales in 0 filings. Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
No Form 4 stock transactions in this period.
Well-known investors holding BSFC (13F)
None of the 59 investors we track reported a position in their latest 13F.